<PAGE>

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

                                   FORM 10-QSB
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarterly Period Ended                             Commission File Number:
     September 30, 2001                                        0-24113


                        LIBERTY NATIONAL BANCSHARES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Georgia                                           58-2292563
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

P.O. Box 82030, Conyers, Georgia                                    30013
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Issuer's telephone number:     (770) 785-7880
                         -------------------------------------------------------

                      ROCKDALE NATIONAL BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                  Yes    X                  No _____
                       -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

        Common Stock, $1.00 Par Value                      706,188
-----------------------------------------     ----------------------------------
                    Class                     Outstanding as of November 7, 2001

Transitional Small Business Disclosure Format:

                  Yes _____                 No    X
                                                -----
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
------   --------------------

                        LIBERTY NATIONAL BANCSHARES, INC.
                   (F/K/A ROCKDALE NATIONAL BANCSHARES, INC.)
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                          September 30, 2001             December 31,
ASSETS                                                                       (Unaudited)                     2000
------                                                                    ------------------          ---------------
<S>                                                                       <C>                         <C>
Cash and due from banks...........................................        $     4,761,880             $     2,015,665
Federal funds sold................................................              4,351,000                      30,000
                                                                          ---------------             ---------------
           Cash and cash equivalents..............................              9,112,880                   2,045,665
Investment securities available for sale..........................             12,227,136                  10,413,138
Other investments.................................................                355,068                     355,068
Loans, net of allowance for loan losses of $1,027,954
           at September 30, 2001 and $783,386 at December 31, 2000             68,254,518                  50,691,223
Premises and equipment, net.......................................              3,032,919                   2,924,215
Accrued interest receivable.......................................                560,362                     517,161
Other assets......................................................                360,486                     318,566
                                                                          ---------------             ---------------
           Total assets...........................................        $    93,903,369             $    67,265,036
                                                                          ===============             ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
     Noninterest-bearing demand...................................        $    14,278,993             $    11,834,426
     Interest-bearing demand and money market.....................             24,275,078                  18,807,903
     Savings......................................................              2,663,629                   2,238,877
     Time deposits of $100,000 or more............................              9,982,885                   7,135,448
     Other time deposits..........................................             32,131,699                  15,497,015
                                                                          ---------------             ---------------
         Total deposits...........................................             83,332,284                  55,513,669


Accrued interest payable..........................................                103,880                      75,958
Other liabilities.................................................                127,723                     142,943
Federal funds purchased...........................................                      -                   2,500,000
Other borrowings..................................................              2,500,000                   2,500,000
                                                                          ---------------             ---------------
         Total liabilities........................................             86,063,887                  60,732,570
                                                                          ---------------             ---------------

Shareholders' Equity:
Common stock, $1.00 par value,
     10,000,000 shares authorized, 706,188 and 676,188 shares
     issued and outstanding, respectively                                         706,188                     676,188
Surplus...........................................................              6,471,196                   6,051,196
Retained earnings (deficit).......................................                510,293                   (116,958)
Unrealized loss on investment securities available for sale.......                151,805                    (77,960)
                                                                          ---------------             ---------------
     Total shareholders' equity...................................              7,839,482                   6,532,466
                                                                          ---------------             ---------------
     Total liabilities and
         shareholders' equity.....................................        $    93,903,369             $    67,265,036
                                                                          ===============              ==============
</TABLE>

      Refer to notes to the unaudited consolidated financial statements.

                                       2
<PAGE>

                       LIBERTY NATIONAL BANCSHARES, INC.
                  (F/K/A ROCKDALE NATIONAL BANCSHARES, INC.)
                                AND SUBSIDIARY
                       Consolidated Statements of Income
                  For the Three Months and Nine Months Ended
                   September 30, 2001 and September 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               For the Three Months ended           For the Nine Months ended
                                                                      September 30,                          September 30,
                                                             -------------------------------        --------------------------
                                                                  2001              2000                2001             2000
                                                             ---------------    ------------        ------------    ----------
<S>                                                          <C>                <C>                 <C>             <C>
Interest and dividend income:
         Loans, including fees                               $  1,501,616       $  1,188,896        $  4,334,482    $ 3,242,00
         Investment securities:
             Taxable                                              132,645            162,960             410,486       481,223
             Nontaxable                                            20,076                  -              52,203             -
         Federal funds sold                                        71,888             88,102             187,054       216,317
         Interest income on deposit accounts                          335              2,931               4,155         7,720
                                                             ------------       ------------        ------------    ----------
             Total interest income                              1,726,560          1,442,889           4,988,380     3,947,266
                                                             ------------       ------------        ------------    ----------

Interest expense:
         Deposits                                                 722,116            610,000           2,105,376     1,651,047
         Federal Home Loan Bank Advances                           43,125             43,136             127,969       120,803
         Federal funds purchased                                        -                  -               3,310            13
                                                             ------------       ------------        ------------    ----------
                  Total interest expense                          765,241            653,136           2,236,655     1,771,863
                                                             ------------       ------------        ------------    ----------

                  Net interest income                             961,319            789,753           2,751,725     2,175,403
Provision for possible loan losses                                 50,417             77,395             248,459       196,787
                                                             ------------       ------------        ------------    ----------

         Net interest income after provision                      910,902            712,358           2,503,266     1,978,616
         for possible loan losses                            ------------       ------------        ------------    ----------


Other income:
         Service charges on deposit accounts                      162,267            117,206             440,683       312,509
         Gain on sale of other real estate                              -             31,032                   -        31,032
         Other income                                              55,599             14,048             146,809        65,127
                                                             ------------       ------------        ------------    ----------
                  Total other income                              217,866            162,286             587,492       408,668
                                                             ------------       ------------        ------------    ----------


Other expense:
         Salaries and other compensation                          332,959            214,891             898,358       605,213
         Employee benefits                                         53,539             48,289             174,417       151,576
         Net occupancy and equipment expense                      133,501             91,388             339,499       282,341
         Professional and other outside services                   52,192             53,054             131,157       126,228
         Other expense                                            202,297            177,175             587,367       495,092
                                                             ------------       ------------        ------------    ----------

                  Total other expenses                            774,488            584,797           2,130,798     1,660,450
                                                             ------------       ------------        ------------    ----------

         Income before income taxes                               354,280            289,847             959,960       726,834
Income taxes                                                      124,759                  -             332,710             -
                                                             ------------       ------------        ------------    ----------
         Net income                                          $    229,521       $    289,847        $    627,250    $  726,834
                                                             ============       ============        ============    ==========


Basic net income per share                                   $       0.34       $       0.43        $       0.93    $     1.07
                                                             ============       ============        ============    ==========

Diluted net income per share                                 $       0.33       $       0.42        $       0.89    $     1.06
                                                             ============       ============        ============    ==========
</TABLE>

      Refer to notes to the unaudited consolidated financial statements.

                                       3
<PAGE>

                       LIBERTY NATIONAL BANCSHARES, INC.
                  (F/K/A ROCKDALE NATIONAL BANCSHARES, INC.)
                                AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                           For the Nine Months Ended
                   September 30, 2001 and September 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                         For the Nine Months
                                                                                         ended September 30,
                                                                                -------------------------------------
                                                                                     2001                   2000
                                                                                -------------           -------------
<S>                                                                             <C>                     <C>
Cash flows from operating activities:
     Net income..............................................................   $     627,250           $     726,834
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Net depreciation, amortization and accretion........................         192,309                 176,040
         Provision for loan losses...........................................         248,459                 196,787
         Net change in other assets and other liabilities....................        (190,781)                262,325
                                                                                -------------           -------------
            Net cash provided from operating activities......................         877,237               1,361,986
                                                                                -------------           -------------
Cash flows from investing activities:
     Purchases of investment securities available for sale...................     (10,192,218)                      -
     Maturities and calls of investment securities available for sale........       8,695,124                  35,910
     Loans originated, net of principal repayments...........................     (17,811,754)             (6,100,758)
     Purchases of premises and equipment.....................................        (269,789)                (25,710)
                                                                                -------------           -------------
            Net cash used by investing activities............................     (19,578,637)             (6,090,558)
                                                                                -------------           -------------
Cash flows from financing activities:
     Sale of stock...........................................................         450,000                       -
     Increase in deposits....................................................      27,818,615               5,500,038
     Decrease in federal funds purchased.....................................      (2,500,000)                      -
                                                                                -------------           -------------
            Net cash provided from financing activities......................      25,768,615               5,500,038
                                                                                -------------           -------------
Net increase in cash and cash equivalents....................................       7,067,215                 771,466
Cash and cash equivalents, beginning of period...............................       2,045,665               4,839,459
                                                                                -------------           -------------
Cash and cash equivalents, end of period.....................................   $   9,112,880           $   5,610,925
                                                                                =============           =============

Supplemental disclosure of cash flow information:
  Cash paid for interest expense.............................................   $   2,208,733           $   1,766,324
  Cash paid for income taxes.................................................   $     390,940           $           -
</TABLE>

      Refer to notes to the unaudited consolidated financial statements.

                                       4
<PAGE>

                       LIBERTY NATIONAL BANCSHARES, INC.
                  (F/K/A ROCKDALE NATIONAL BANCSHARES, INC.)
                                AND SUBSIDIARY
                Consolidated Statements of Comprehensive Income
                  For the Three Months and Nine Months Ended
                   September 30, 2001 and September 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           For the Three Months                 For the Nine Months
                                                           ended September 30,                  ended September 30,
                                                     ---------------------------------    ---------------------------------
                                                          2001               2000               2001              2000
                                                     --------------     --------------    ---------------    --------------
<S>                                                  <C>                <C>               <C>                <C>
Net income.........................................   $     229,521     $     289,847     $      627,250     $      726,834
Other comprehensive income consisting of:
         Unrealized holding gains on
         investment securities available for sale
         arising during the period, net of income
         taxes of $57,032, $66,499, $118,364
         and $71,677                                        110,708           129,086            229,764            139,138
                                                      -------------     -------------     --------------     --------------
Total comprehensive income.........................   $     340,229     $     418,933     $      857,014     $      865,972
                                                      =============     =============     ==============     ==============
</TABLE>

                                       5
<PAGE>

                       LIBERTY NATIONAL BANCSHARES, INC.
                  (F/K/A ROCKDALE NATIONAL BANCSHARES, INC.)
                                AND SUBSIDIARY

              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2001

Note 1 - Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2000.

Note 2 - Earnings Per Share

Basic net income per share is based on the weighted average number of common
shares outstanding during the period. Diluted net income per share includes the
effects of potential common shares outstanding during the period. The average
market price during the period is used to compute equivalent shares. The
reconciliation of the amounts used in the computation of both basic income per
share and diluted income per share for the three- and six-month periods ended
June 30, 2001 and 2000, is as follows:

<TABLE>
<CAPTION>
                                                                                     Average             Per
                                                                    Net               Shares            Share
                                                                   Income          Outstanding          Amount
                                                                   ------          -----------          ------
<S>                                                             <C>                <C>                <C>
For the three-month period ended September 30, 2001
     Net income - basic                                         $     229,521           677,818       $        .34
                                                                                                      ============
     Effect of dilutive stock options                                       -            25,743
                                                                -------------      ------------
     Net income - diluted                                       $     229,521           703,561       $        .33
                                                                =============      ============       ============

For the three-month period ended September 30, 2000
     Net income - basic                                         $     289,847           676,188       $        .43
                                                                                                      ============
     Effect of dilutive stock options                                       -            13,084
                                                                -------------      ------------
     Net income - diluted                                       $     289,847           689,272       $        .42
                                                                =============      ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                     Average              Per
                                                                       Net            Shares             Share
                                                                     Income        Outstanding           Amount
                                                                     ------        -----------          -------
<S>                                                             <C>                <C>                <C>
For the nine-month period ended September 30, 2001
     Net income - basic                                         $     627,250           676,737       $        .93
                                                                                                      ============
     Effect of dilutive stock options                                       -            25,425
                                                                -------------      ------------
     Net income - diluted                                       $     627,250           702,162       $        .89
                                                                =============      ============       ============

For the nine-month period ended September 30, 2000
     Net income - basic                                         $     726,834           676,188       $       1.07
                                                                                                      ============
     Effect of dilutive stock options                                       -            12,715
                                                                --------------     ------------
     Net income - diluted                                       $     726,834           688,903       $       1.06
                                                                =============      ============       ============
</TABLE>

                                       6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations
        -------------

                              Recent Developments
                              -------------------

        Rockdale National Bancshares, Inc. (the "Company"), a bank holding
company, conducts its operations through its sole subsidiary, Rockdale National
Bank (the "Bank"). Since the Company's inception in 1997, operations have been
conducted principally within Rockdale County, Georgia. The Board of Directors of
the Company has determined that there is the opportunity for loan and deposit
growth in the counties surrounding Rockdale County. To take advantage of such
growth opportunities, the Board of Directors determined that it would be in the
best interests of the Company and its shareholders to change the name of the
Company and the Bank and begin expansion activities into the surrounding
counties, including, specifically, Newton County, Georgia. As a result,
effective September 25, 2001 the Company changed its name to Liberty National
Bancshares, Inc. and the name of the Bank was changed to Liberty National Bank.
The Company and Bank have received all necessary regulatory approvals for this
change.

        The Bank has received regulatory approval and plans to open a branch in
Newton County, Georgia by the end of the fourth quarter of 2001. Newton County
is east of and adjacent to Rockdale County. As of September 30, 2001, no land
had been purchased, although negotiations were underway. In preparation for the
opening of the branch, the Bank spent approximately $65,000 in deposits for
furniture, equipment, and improvements to a leased temporary facility. All of
these expenses are in a construction-in-progress account and depreciation will
begin once the branch opens. The Bank also has realized approximately $47,000 in
additional personnel expenses through September 30, 2001 relative to the opening
of the new branch. Additional expenses related to this expansion into Newton
County are anticipated. As management expects deposit growth commensurate to the
expected loan growth in Newton County, there is no anticipated material affect
on liquidity.

        In order to house its expanding operations area, the Bank entered into a
two-year lease for office space at Suite 100, 329 Gees Mill Business Parkway,
Conyers, GA 30013. The term of the lease began July 1, 2001 and the Bank has an
option for an additional three years. Lease payments are $2,250 per month for
the first year and $2,500 per month for the second year with the three option
years having monthly costs of $2,750, $3,000, and $3,250 per month,
respectively. Management anticipates additional expenses related to the
operations relocation of approximately $4,000 per month, primarily due to
additional telecommunications, utilities, and maintenance costs. At the
Company's main office at 1000 Georgia Highway 138 in Rockdale County, the Bank's
Construction Lending department moved into the space vacated by the relocation
of the Operations Department. The Bank's Mortgage Origination department then
expanded into the space vacated by the Construction Lending department.


                              Financial Condition
                              -------------------

        The Company's Operations are conducted through its sole subsidiary, the
Bank. Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Company's
financial condition are discussed in detail below.

        Total assets increased by $26,638,333 from $67,265,036 at December 31,
2000 to $93,903,369 at September 30, 2001. Net loans increased by $17,563,295
from $50,691,223 at December 31, 2000 to $68,254,518 at September 30, 2001.
Federal Funds sold increased by $4,321,000 from $30,000 at December 31, 2000 to
$4,351,000 at September 30, 2001. Investment securities increased $1,813,998

                                       7
<PAGE>

from $10,413,138 at December 31, 2000 to $12,227,136 at September 30, 2001. The
above increases in earning assets was funded by increases in deposits.

         Deposits increased by $27,818,615 from $55,313,669 at December 31, 2000
to $83,332,284 at September 30, 2001. Noninterest bearing deposits increased by
$2,444,567 from $11,834,426 at December 31, 2000 to $14,278,993 at September 30,
2001. Interest bearing demand deposits and money market accounts increased by
$5,467,175 to $24,275,078 at September 30, 2001. Certificates of deposits and
IRA's increased $19,482,121 from $22,632,463 at December 31, 2000 to $42,114,584
at September 30, 2001 primarily due to a certificate of deposit promotion held
in the first quarter of 2001. It is management's opinion that the Bank maintains
competitive deposit rates while exercising prudent strategies in competing with
local financial institutions.

         At September 30, 2001, the Bank's equity to asset ratio was 8.35%, a
decrease from 9.71% at December 31, 2000. The Bank's net loans to deposit ratio
decreased from 91.3% at December 31, 2000 to 81.91% at September 30, 2001.
Approximately 50.54% of the Bank's deposits were in IRAs and certificates of
deposit at September 30, 2001. At December 31, 2000, IRAs and certificates of
deposit were 40.77% of total deposits. This increase was due to the certificate
of deposit promotion held in the first quarter of 2001.

         The Bank maintains federal funds lines totaling $5,300,000 with three
regional banks in an effort to support short term liquidity. The Bank is a
member of the Federal Home Loan Bank and is eligible to apply for term advances.

Asset Quality
-------------

         A major key to long-term earnings growth is the maintenance of a
high-quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for new credit extensions and an early recognition of problem assets
to allow the most flexibility in their timely disposition.

         Additions to the allowance for loan losses will be made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of potential risk in the loan portfolio. The amount of the loan loss provision
is determined by an evaluation of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the allowance in a given period, lending
staff experience and assessment of present and anticipated economic conditions.

         At December 31, 2000, the allowance for loan losses amounted to
$783,836. By September 30, 2001, the allowance had increased to $1,027,954. The
allowance for loan losses, as a percentage of total gross loans, decreased from
1.52% to 1.48% of total gross loans during the nine-month period ended September
30, 2001. The Bank had $21,035 in loans 90 or more days past due, no nonaccrual
loans, and no other real estate owned at September 30, 2001. There were no loans
90 or more days past due, no nonaccrual loans, and no other real estate owned at
December 31, 2000. Management considers the allowance for loan losses to be
adequate and sufficient to absorb possible future losses, however there can be
no assurance that charge-offs in future periods will not exceed the allowance
for loan losses or that additional provisions will not be required.

                                       8
<PAGE>

Liquidity and Sources of Capital
--------------------------------

         Liquidity is the Bank's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
financial statements, as of September 30, 2001, evidence a satisfactory
liquidity position as total cash and cash equivalents amounted to $9,112,880,
representing 9.70% of total assets. Investment securities amounted to
$12,227,136, representing 13.02% of total assets as of September 30, 2001.
Investment securities provide a secondary source of liquidity for the Bank since
they can be converted into cash in a timely manner. The Bank's ability to
maintain and expand its deposit base and borrowing capabilities is an additional
source of liquidity. Total deposits increased from $55.5 million at December 31,
2000 to $83.3 million at September 30, 2001, representing an annualized increase
of 67.0%. Management closely monitors and maintains appropriate levels of
interest earning assets and interest bearing liabilities so that maturities of
assets are such that adequate funds are provided to meet customer withdrawals
and loan demands.

         Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements.

         The table below illustrates the Bank's and the Company's regulatory
capital ratios at September 30, 2001:

<TABLE>
<CAPTION>
                                                                                                  Minimum
                                                                          September 30,           regulatory
Consolidated                                                                  2001               requirement
------------                                                           -------------------    -----------------
<S>                                                                    <C>                    <C>
             Tier 1 Capital                                                  10.34%                  4.0%
             Tier 2 Capital                                                   1.25%                    -%
                                                                        ------------------    -----------------
                      Total risk-based capital ratio                         11.59%                  8.0%
                                                                        ==================    =================
             Leverage ratio                                                   8.39%                  4.0%
                                                                        ==================    =================
Bank
----
             Tier 1 Capital                                                   9.13%                  4.0%
             Tier 2 Capital                                                   1.25%                   - %
                                                                        ------------------    -----------------
                      Total risk-based capital ratio                         10.38%                  8.0%
                                                                        ==================    =================
             Leverage ratio                                                   7.40%                  4.0%
                                                                        ==================    =================
</TABLE>

         The Company and the Bank currently meet the regulatory criteria to be
classified as "well capitalized" under the banking regulations.


                             Results Of Operations
                             ---------------------

         Net income for the three-month period ended September 30, 2001 amounted
to $229,521 or $0.33 per diluted share, compared to $289,847, or $0.42 per
diluted share, for the three-month period ended September 30, 2000. Net income
for the nine-month period ended September 30, 2001 amounted to $627,250, or
$0.89 per diluted share, compared to a $726,834, or $1.06 per diluted share, for
the same period in 2000. The following is a brief discussion of the more
significant components of net income.

         a.    Net interest income represents the difference between interest
               earned on interest bearing assets and interest paid on interest
               bearing liabilities. Net interest income increased by $171,566,
               or 21.7%, from $789,753 for the three months ended September 30,
               2000 to

                                       9
<PAGE>

               $961,319 for the three months ended September 30, 2001. Yield on
               interest earning assets decreased to 4.50% for the third quarter
               of 2001, from 5.08% for the third quarter of 2000. Net interest
               income increased by $576,322, or 26.5%, from $2,175,403 for the
               nine months ended September 30, 2000 to $2,751,725 for the nine
               months ended September 30, 2001. Increased loan volume has offset
               a decline in the interest margin that has resulted from the
               declining general interest rate environment. The higher loan
               volume has been funded primarily through an increase in time
               deposits. The following table presents the main components of
               interest bearing assets and interest bearing liabilities:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

                                             Three Months Ended September 30

--------------------------------------------------------------------------------------------------------------------------
               Interest                        Quarter             Interest          Yield/Cost at         Yield/Cost at
           Earning Assets/                     Average             Income/           September 30,         September 30,
     Interest Bearing Liabilities              Balance               Cost                 2001                  2000
------------------------------------       ---------------      ---------------     ---------------       ----------------
<S>                                        <C>                  <C>                 <C>                   <C>
Due from FHLB                              $       40,543       $          335             3.28%                6.33%

Federal funds sold                              7,986,424               71,888             3.57%                6.48%

Investment securities                          11,467,939              147,874             5.12%                6.18%

Other investments                                 355,068                4,847             5.42%                6.85%

Loans                                          64,938,629            1,501,616             9.17%               10.33%
                                           ---------------      ---------------     -----------------     ----------------
         Total                             $   84,788,603            1,726,560             8.08%                9.28%
                                           ===============      ---------------

Federal funds purchased                    $            0                    0             0.00%                0.00%

Federal Home Loan Bank advances            $    2,500,000               43,125             6.84%                6.90%

Deposits                                       67,709,878              722,116             4.23%                4.98%
                                           ---------------      ---------------     -----------------     ----------------
         Total                             $   70,209,878              765,241             4.32%                5.08%
                                           ===============      ---------------
Net interest income/ spread                                     $      961,319             3.76%                4.21%
                                                                ===============

Net interest margin                                                                        4.50%                5.08%
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

                                                        Nine Months Ended September 30

--------------------------------------------------------------------------------------------------------------------------
              Interest                      Nine Months           Interest          Yield/Cost at         Yield/Cost at
           Earning Assets/                    Average             Income/           September 30,         September 30,
    Interest Bearing Liabilities              Balance               Cost                 2001                  2000
--------------------------------------    ----------------     ---------------     ----------------      -----------------
<S>                                       <C>                  <C>                 <C>                   <C>
Due from FHLB                             $      119,371       $        4,155           4.65%                 6.08%

Federal funds sold                             5,841,389              187,054           4.28%                 6.16%

Investment securities                         11,063,812              446,935           5.40%                 6.10%

Other investments                                355,068               15,754           5.93%                 6.75%

Loans                                         59,543,972            4,334,482           9.73%                 9.89%
                                          ----------------     ---------------     ----------------      -----------------

         Total                            $   76,923,612            4,988,380           8.67%                 8.92%
                                          ================     ---------------


Federal funds purchased                   $       93,903                3,310           4.85%                 2.97%

Federal Home Loan Bank advances                2,500,000              127,969           6.84%                 6.44%

Deposits                                      61,274,153            2,105,376           4.59%                 4.75%
                                          ----------------     ---------------     ----------------      ---------------

         Total                            $   63,785,710            2,236,655           4.69%                 4.83%
                                          ----------------     ---------------

Net interest income/ spread                                    $    2,751,725           3.98%                 4.08%
                                                               ===============

Net interest margin                                                                     4.78%                 4.91%
</TABLE>


         b.    Other income for the three-month and nine-month periods ended
               September 30, 2001 amounted to $217,866 and $587,492,
               respectively, compared to $162,286 and $408,668 for the same
               periods in 2000. On an annualized basis, these amounts represent
               0.94% and 0.93% of total average assets for the three-month and
               nine-month periods ended September 30, 2001. Of these amounts,
               $162,267 and $440,683, respectively, were comprised of service
               charges. Increased deposit account volume resulted in an increase
               in fee income. These other income figures are relatively low
               because, in order to attract new banking relationships, the
               Bank's fee structure and charges are low when compared to other
               banks. The Bank may increase its fees and charges in the future.
               In the third quarter of 2000, the Bank was involved in several
               real estate transactions resulting in a gain on the sale of other
               real estate of $31,032. For the three-month and nine-month
               periods ended September 30, 2001, mortgage origination income
               amounted to $38,081 and $93,634, respectively, compared to $5,251
               and $22,384 for the same periods in 2000. Mortgage origination
               fees increased due to a more favorable mortgage rate environment
               in 2001.

         c.    Operating expenses for the three-month and nine-month periods
               ended September 30, 2001 amounted to $774,488 and $2,130,798,
               respectively, compared to $584,797 and $1,660,450 for the same
               periods in 2000. On an annualized basis, these amounts represent
               3.34% and 3.39% of total average assets. As compared to the third
               quarter of 2000, salaries and benefits expenses were higher in
               the third quarter of 2001 due to higher staffing levels and a
               $85,256 accrual for 2001 performance bonuses. In 2000, bonuses
               were uncertain until December so no monthly accrual was made.
               During the third quarter of 2001, the Bank had consulting costs
               of $17,894 related to the change of the Bank's and the Company's
               name. The Company had higher legal fees in the third quarter of
               2000 as compared to the third quarter of 2001. As compared to the
               same three-

                                       11
<PAGE>

               and nine- months periods in 2000, higher transaction volume in
               2001 resulted in increased data processing expenses in the amount
               of $26,558 and $69,611, respectively.

         d.    The Company had $124,759 in income tax expense in the third
               quarter of 2001 and $332,710 through the nine-month period ended
               September 30, 2001. As the Company was not cumulatively
               profitable at September 30, 2000, the Company did not recognize
               any income tax expense for the three-month and nine-month periods
               ended September 30, 2000.

         The Company is not aware of any current recommendation by the
regulatory authorities which, if they were to be implemented, would have a
material effect on the Company's liquidity, capital resources, or results of
operations.

Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------

         The Company may, from time to time, make written or oral
forward-looking statements, including statements contained in the Company's
filings with the Securities and Exchange Commission (the "Commission") and its
reports to stockholders. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities
portfolio values and interest rate risk management; the effects of competition
in the banking business from other commercial banks, savings and loan
associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market mutual funds and
other financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet; changes in
government regulations relating to the banking industry, including regulations
relating to branching and acquisitions; failure of assumptions underlying the
establishment of allowances for loan losses, including the value of collateral
underlying delinquent loans, and other factors. The Company cautions that such
factors are not exclusive. The Company does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company.

                                       12
<PAGE>

         Part II.  Other Information

Item 1.  Legal Proceedings
--------------------------

         None

Item 2.  Change in Securities
-----------------------------

         On September 25, 2001 the Company issued 30,000 shares of its common
stock to Mr. Johnny L. Capes, an outside director of the Company, for $450,000
cash consideration. The issuance of these securities was made in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act of
1933, as amended, as a transaction by an issuer not involving a public offering.
The securities were acquired by Mr. Capes for investment with no view toward the
resale or distribution thereof. Mr. Capes has a pre-existing relationship with
the Company and the offer and sale was made without any public solicitation. No
underwriter was involved in the transaction and no commissions were paid.

Item 3.  Defaults Upon Senior Securities
----------------------------------------

         None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

         None

Item 5.  Other Information
--------------------------

         On August 28, 2001 the Board of Directors appointed Mr. Johnny L.
Capes, from Newton County, Georgia, to serve on the Board of Directors as a
Class II Director. Mr. Capes will serve until the 2002 annual meeting of the
Company's shareholders. Subsequently, on September 25, 2001 the Company sold
30,000 shares of common stock to Mr. Capes for $450,000.

Item 6.  Exhibits and Reports on Form 8-K
------   --------------------------------

         (a)   Exhibits.  No exhibits are filed with this Report.

         (b)   Reports on Form 8-K. No report on Form 8-K was filed during the
               quarter ended September 30, 2001.

                                       13
<PAGE>

                                  SIGNATURES
                                  ----------


         Pursuant to the requirements 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.


Date: November 7, 2001    By:  /s/ William L. Daniel
      ----------------         ----------------------------------
                               William L. Daniel, President and
                               Chief Executive Officer (principal
                               executive officer)


Date: November 7, 2001    By:  /s/ Brian D. Hawkins
      ----------------         ----------------------------------
                               Brian D. Hawkins, Chief Financial
                               Officer (principal financial and
                               accounting officer)

                                       14