<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

(Mark One)

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

          For the quarterly period ended December 31, 2001
                                         -----------------

                                       OR

[_]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          For the transition period from __________ to __________.

                           Commission File No. 0-23763


                              Quitman Bancorp, Inc.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)


         Georgia                                      58-2365866
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation                   (I.R.S. Employer
 or Organization)                                            Identification No.)

                 602 East Screven Street, Quitman, Georgia 31643
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (229) 263-7538
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code

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

                               YES     X            NO
                                  -----------         -----------

          Number of shares of Common Stock outstanding as of December 31, 2001:
507,262

Transitional Small Business Disclosure Format (check one)


                               YES                  NO     X
                                  ------------          -------

                                      -1-

<PAGE>

                              QUITMAN BANCORP, INC.

                                    Contents
                                    --------

<TABLE>
<CAPTION>
                                                                         Page(s)
                                                                         -------
<S>                                                                      <C>
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements ........................................    3

     Item 2.  Management's Discussion and Analysis or Plan of Operation ...   10


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings ...........................................   13

     Item 2.  Changes in Securities and Use of Proceeds ...................   13

     Item 3.  Defaults upon Senior Securities .............................   13

     Item 4.  Submission of Matters to a Vote of Security Holders .........   13

     Item 5.  Other Information ...........................................   13

     Item 6.  Exhibits and Reports on Form 8-K ............................   13

     Signatures ...........................................................   14
</TABLE>

                                      -2-




<PAGE>

                          PART I. FINANCIAL INFORMATION
                      QUITMAN BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,                 SEPTEMBER 30,
                                                                          2001                           2001
                                                                 ----------------------         ---------------------
                                                                           (Unaudited)
<S>                                                              <C>                            <C>
Cash and Cash Equivalents:
   Cash and amounts due from depository
      institutions                                                      $         631,142                     792,577
   Interest-bearing deposits in other bank                                      1,137,225                   1,144,567
   Federal funds sold                                                                   0                     100,000
                                                                        -----------------          ------------------
   Total Cash and Cash Equivalents                                              1,768,367                   2,037,144
Investment securities:
   Available-for-sale                                                           7,216,396                   6,682,461
Loans receivable - net of allowance for loan
   losses and deferred origination fees                                        52,360,818                  52,536,279
Office properties and equipment, at cost, net of
   accumulated depreciation                                                     1,371,312                   1,400,845
Real estate and other property acquired
   in settlement of loans                                                         174,410                     137,248
Accrued interest receivable                                                       536,373                     579,296
Investment required by law-stock in Federal
   Home Loan Bank, at cost                                                        372,100                     372,100
Cash value of life insurance                                                      853,344                     785,950
Other assets                                                                      325,485                     295,164
                                                                        -----------------          -------------------
         Total Assets                                                   $      64,978,605                  64,826,487
                                                                        =================          ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Liabilities:
   Deposits                                                             $      56,305,399                  55,458,001
   Advances from Federal Home Loan Bank                                         1,500,000                   2,000,000
   Accrued interest payable                                                       468,748                     427,435
   Income taxes payable                                                            24,818                      45,121
   Other liabilities                                                               97,881                     235,592
                                                                        -----------------          ------------------
         Total Liabilities                                                     58,396,846                  58,166,149
                                                                        -----------------          ------------------

Stockholders' Equity:
   Common stock, $.10 par value, 4,000,000
      shares authorized, 661,250 shares
      issued and 507,262 shares outstanding                                        66,125                      66,125
   Preferred stock, no par value, 1,000,000
      shares authorized, no shares issued
      or outstanding                                                                    0                           0
   Additional paid in capital                                                   5,410,028                   5,410,028
   Retained Earnings                                                            3,120,435                   3,185,849
   Accumulated other comprehensive income (loss)                                   47,545                     113,610
                                                                        -----------------          ------------------
                                                                                8,644,133                   8,775,612
   Receivable from employee stock ownership plan                                 (343,850)                   (396,750)
   Treasury stock, 153,988 shares at cost                                      (1,718,524)                 (1,718,524)
                                                                        -----------------          ------------------
      Total Stockholders' Equity                                                6,581,759                   6,660,338
                                                                        -----------------          ------------------
Total Liabilities and Stockholders' Equity                              $      64,978,605                  64,826,487
                                                                        =================          ==================
</TABLE>

                                      -3-



<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------

                                                        QUARTER ENDED
                                                         DECEMBER 31,
                                                 -----------------------------
                                                      2001             2000
                                                 ------------      -----------
                                                   (Unaudited)     (Unaudited)
Interest Income:
   Loans receivable:
      First mortgage loans                       $  1,047,702        1,044,299
      Consumer and other loans                        127,858           95,411
   Interest on FHLMC Pool                                   7               18
   Investment securities                              101,786          105,384
   Interest-bearing deposits                            6,867           19,793
   Federal funds sold                                     240                0
                                                 ------------     ------------
      Total Interest Income                         1,284,460        1,264,905
                                                 ------------     ------------

Interest Expense:
   Deposits                                           750,182          741,316
   Interest on Federal Home Loan
      Bank advances                                    10,508           88,299
                                                 ------------     ------------
         Total Interest Expense                       760,690          829,615
                                                 ------------     ------------

Net Interest Income                                   523,770          435,290
Provision for loan losses                              15,000           15,000
                                                 ------------     ------------
Net Interest Income After Provision for Losses        508,770          420,290
                                                 ------------     ------------

Non-Interest Income:
   Gain (loss) on sale of securities                        0           (7,582)
   Gain on sale of other real estate                    3,086                0
   Service charges                                     39,909           29,571
   Late charges on loans                                7,328            1,616
   Insurance commissions                                4,666            3,122
   Other income                                        22,124           19,758
                                                 ------------     ------------
         Total Non-Interest Income                     77,113           46,485
                                                 ------------     ------------

Non-Interest Expense:
   Compensation                                       274,146          142,966
   Other personnel expenses                            66,596           73,347
   Occupancy expenses of premises                      11,283           14,075
   Furniture and equipment expenses                    45,046           52,307
   Federal deposit insurance                            2,482            2,327
   Advertising                                          9,804            6,978
   Office supplies                                      9,082            9,388
   Other operating expenses                           115,652          113,504
   Merger and acquisition expense                     101,367                0
                                                 ------------     ------------
         Total Non-Interest Expense                   635,458          414,892
                                                 ------------     ------------

Income Before Income Taxes                            (49,575)          51,883
Provision for Income Taxes                             15,839           22,223
                                                 ------------     ------------
Net Income (Loss)                                $    (65,414)          29,660
                                                 ============     ============

Earnings Per Share - Basic                       $       (.14)             .06
                                                 ============     ============

Earnings Per Share - Diluted                     $       (.13)             .06
                                                 ============     ============
Dividends Per Share                              $        .00             2.92
                                                 ============     ============


                                      -4-

<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                               ACCUMULATED
                                                                                  OTHER
                                                  ADDITIONAL                    COMPREHENSIVE  RECEIVABLE
                                      COMMON       PAID IN       RETAINED         INCOME         FROM       TREASURY
                                       STOCK       CAPITAL       EARNINGS         (LOSS)         ESOP         STOCK        TOTAL
                                     ----------   ----------    ----------     -------------  ----------   ----------   -----------
<S>                                  <C>          <C>          <C>             <C>            <C>          <C>          <C>
Balance, September 30, 2000          $   66,125    6,135,412     3,662,836       (72,086)     (449,650)   (1,718,524)    7,624,113

Net income                                    0            0        29,660             0             0             0        29,660

Dividends                                     0     (725,384)     (755,821)            0             0             0    (1,481,205)

Other comprehensive income (loss)             0            0             0        66,763             0             0        66,763

Change in receivable from employee
 stock ownership plan                         0            0             0             0        52,900             0        52,900
                                     ----------   ----------    ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2000
 (Unaudited)                         $   66,125    5,410,028     2,936,675        (5,323)     (396,750)   (1,718,524)    6,292,231
                                     ==========   ==========    ==========    ==========    ==========    ==========    ==========

Balance, September 30, 2001          $   66,125    5,410,028     3,185,849       113,610      (396,750)   (1,718,524)    6,660,338

Net income                                    0            0       (65,414)            0             0             0       (65,414)

Other comprehensive income (loss)             0            0             0       (66,065)            0             0
                                                                                                                           (66,065)

Change in receivable from employee
 stock ownership plan                         0            0             0             0        52,900             0        52,900
                                     ----------   ----------    ----------    ----------    ----------    ----------    ----------
Balance, December 31, 2001
 (Unaudited)                         $   66,125    5,410,028     3,120,435        47,545      (343,850)   (1,718,524)    6,581,759
                                     ==========   ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

                                       -5-



<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                 QUARTER ENDED DECEMBER 31,
                                                               ----------------------------
                                                                   2001             2000
                                                               -----------     ------------
                                                                 (Unaudited)    (Unaudited)
<S>                                                            <C>             <C>
Cash Flows From Operating Activities:

   Net income (Loss)                                           $   (65,414)          29,660
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                  30,505           35,463
      Provision for loan losses                                     15,000           15,000
      Amortization (Accretion) of securities                         4,627            2,398
      Gain on sale of foreclosed assets                             (3,086)               0
      (Gain) loss on sale of securities                                  0            7,582
      Deferred income taxes                                          6,462           (3,926)
   Change in Assets and Liabilities:
      (Increase) Decrease in accrued interest receivable            42,923           60,523
      Increase (Decrease) in accrued interest payable               41,313           94,332
      Increase (Decrease) in other liabilities                    (137,711)        (116,933)
      Increase (Decrease) in income taxes payable                  (20,303)         (13,043)
      (Increase) Decrease in other assets                           (2,749)          16,467
                                                               -----------      -----------
         Net cash provided (used) by operating activities          (88,433)         127,523
                                                               -----------      -----------

Cash Flows From Investing Activities:

   Capital expenditures                                               (972)          (7,429)
   Purchase of available-for-sale securities                    (1,077,361)        (248,828)
   Proceeds from sale of foreclosed property                        25,924                0
   Proceeds from sale of available-for-sale securities             200,000          740,156
   Net (increase) decrease in loans                                100,461      (1,004,362)
   Principal collected on mortgage-backed securities               238,700           48,464
   Increase in cash value of life insurance                        (67,394)          (8,402)
                                                               -----------      -----------
         Net cash provided (used) by investing activities         (580,642)        (480,401)
                                                               ------------     -----------

Cash Flows From Financing Activities:

   Net increase (decrease) in deposits                             847,398        2,062,100
   Principal collected on receivable from ESOP                      52,900           52,900
   Payments on Federal Home Loan Bank advances                    (500,000)               0
                                                               -----------      -----------
         Net cash provided (used) by financing activities          400,298        2,115,000
                                                               -----------      -----------

Net Increase (Decrease) in cash and cash equivalents              (268,777)       1,762,122
Cash and Cash Equivalents at Beginning of Period                 2,037,144        1,663,455
                                                               -----------      -----------
Cash and Cash Equivalents at End of Period                     $ 1,768,367        3,425,577
                                                               ===========      ===========

Supplemental Disclosures of Cash Flow Information:
--------------------------------------------------
   Cash Paid During The Period For:
      Interest                                                 $   719,377          735,283
      Income taxes                                                  29,680           31,600
   Non-Cash Investing Activities:
      Increase (Decrease) in unrealized gains on available-
         for-sale securities                                      (100,098)         101,156
</TABLE>

                                      -6-






<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 -----------------------------------------------


<TABLE>
<CAPTION>
                                                        QUARTER ENDED DECEMBER 31,
                                                       ----------------------------
                                                         2001                2000
                                                     ------------         ----------
                                                     (Unaudited)           (Unaudited)
<S>                                                  <C>                  <C>
Net Income (Loss)                                    $    (65,414)        $    29,660
                                                     ------------         -----------

Other Comprehensive Income, Net of Tax:
   Unrealized gains (losses) on securities:
      Unrealized holding gains (losses)
        arising during the period                         (66,065)             59,181
      Reclassification adjustment for (gains)
        losses included in net income                           0               7,582
                                                     ------------         -----------

   Other Comprehensive Income (Loss)                      (66,065)             66,763
                                                     ------------         -----------

Comprehensive Income (Loss)                          $   (131,479)             96,423
                                                     =============        ===========
</TABLE>

                                      -7-

<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                          Notes to Financial Statements
                                   (Unaudited)

Note 1 - Basis of Preparation
-----------------------------

         The accompanying unaudited financial statements were prepared in
         accordance with instructions for Form 10-QSB and therefore do not
         include all disclosures necessary for a complete presentation of the
         statements of financial condition, statements of income, statements of
         comprehensive income and statements of cash flow in conformity with
         generally accepted accounting principles. However, all adjustments
         which are, in the opinion of management, necessary for the fair
         presentation of the interim financial statements have been included.
         All such adjustments are of a normal recurring nature. The statement of
         income for the three-month period ended December 31, 2001 is not
         necessarily indicative of the results which may be expected for the
         entire year.

         It is suggested that these unaudited financial statements be read in
         conjunction with the audited consolidated financial statements and
         notes thereto for Quitman Bancorp, Inc. and Subsidiary for the year
         ended September 30, 2001.

Note 2 - Plan of Conversion
---------------------------

         On October 14, 1997, the Bank's Board of Directors approved a plan
         ("Plan") to convert from a federally chartered mutual savings bank to a
         federally chartered stock savings bank subject to approval by the
         Bank's members. The Plan, which included formation of the holding
         company, Quitman Bancorp, Inc., was subject to approval by the Office
         of Thrift Supervision (OTS) and included the filing of a registration
         statement with the SEC. The conversion was completed on April 2, 1998.
         Actual conversion costs were accounted for as a reduction in gross
         proceeds.

         The Plan called for the common stock of the Bank to be purchased by the
         holding company and for the common stock of the holding company to be
         offered to various parties in an offering at a price of $10.00 per
         share.

         The stockholders of the holding company approved a proposed stock
         option plan and a proposed restricted stock plan at a meeting of the
         stockholders on April 13, 1999. Shares issued to directors and
         employees under these plans may be from authorized but unissued shares
         of common stock or they may be purchased in the open market. In the
         event that options or shares are issued under these plans, such
         issuances will be included in the earnings per share calculation; thus,
         the interests of existing stockholders would be diluted.

         The Bank may not declare or pay a cash dividend if the effect thereof
         would cause its net worth to be reduced below either the amounts
         required for the liquidation account discussed below or the regulatory
         capital requirements imposed by federal regulations.

         At the time of conversion, the Bank established a liquidation account
         (which is a memorandum account that does not appear on the balance
         sheet) in an amount equal to its retained income as reflected in the
         latest balance sheet used in the final conversion prospectus. The
         liquidation account will be maintained for the benefit of eligible
         account holders who continue to maintain their deposit accounts in the
         Bank after the conversion. In the event of a complete liquidation of
         the Bank (and only in such an event),

                                      -8-

<PAGE>

         eligible depositors who continue to maintain accounts shall be
         entitled to receive a distribution from the liquidation account before
         any liquidation may be made with respect to common stock.

Note 3 - Stock Repurchase
-------------------------

         The Company has adopted a stock repurchase program that allows for the
         repurchase, from time-to- time, of up to 153,988 shares of common
         stock. Any shares repurchased may be used for general and other
         corporate purposes, including the issuance of shares upon the exercise
         of stock options. On December 9, 1999, the Company completed its stock
         repurchase program, having repurchased 153,988 shares of its common
         stock at a cost of $1,718,524.

Note 4 - Earnings Per Share
---------------------------

         The following table sets forth the reconciliation of the numerators and
         denominators of the basic and diluted earnings per share (EPS)
         computations:



<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                          DECEMBER 30,
                                                                 ---------------------------
                                                                  2001                 2000
                                                               ----------          -----------
<S>                                                            <C>                 <C>
(a)   Net income available to shareholders                     $  (65,414)              29,660
                                                               ==========          ===========
         Denominator:
           Weighted-average shares outstanding                    507,262              507,262
           Less: ESOP weighted-average shares
           Unallocated                                             39,675               46,741
                                                               ----------          -----------

(b)   Basic EPS weighted-average shares
         outstanding                                              467,587              460,521

         Effect of dilutive securities                             29,013                    0
                                                               ----------          -----------

(c)   Diluted EPS weighted-average shares
         outstanding                                              496,600              460,521
                                                               ==========          ===========

         Basic earnings per share (a/b)                        $     (.14)                 .06
                                                               ==========          ===========

         Diluted earnings per share (a/c)                      $     (.13)                 .06
                                                               ==========          ===========
</TABLE>


Note 5 - Merger Agreement
-------------------------

On October 22, 2001, Quitman Bancorp, Inc. and Colony Bankcorp, Inc. entered
into an agreement and Plan of Merger and reorganization whereby Colony Bankcorp,
Inc. is to acquire 100% of the outstanding shares of Quitman Bancorp, Inc.'s
common stock. Each share of Quitman Bancorp, Inc. common stock will receive .683
shares of Colony Bankcorp, Inc. common stock and $4.41 in cash. This agreement
is subject to a number of conditions, including receipt of appropriate
regulatory approvals.

                                      -9-

<PAGE>

       ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Comparison of Financial Condition at December 31, 2001 and September 30, 2001

Quitman Bancorp, Inc. (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 (including this report on
Form 10-QSB), in its reports to stockholders and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effect of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate and market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes and acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks
described above involved in the foregoing.

The Company cautions that these important factors are not exclusive. The Company
does not undertake to update any forward-looking statement, whether written or
oral, that may be made from time-to-time by or on behalf of the Company.

Total assets increased by $.25 million or .4% due primarily to the increase in
investment securities resulting from funds received from an increase in
deposits.

Total equity decreased by $78,579 as a result of a net loss for the three months
ended December 31, 2001, changes in other comprehensive income and reduction of
a guaranty of a loan to the Bank's employee stock ownership plan.

Non-Performing Assets and Delinquencies

Loans accounted for on a non-accrual basis increased to $525,947 at December 31,
2001 from $223,000 at September 30, 2001. The increase was the result of six
loans being reclassified to performing loans and seven loans being added to
non-accrual. The allowance for loan losses was $442,459 at December 31, 2001.

                                      -10-

<PAGE>

Comparison of the Results of Operations for the Three Months Ended December 31,
2001 and 2000

Net Income. Net income decreased by $95,074 from net income of $29,660 for the
three months ended December 31, 2000 to net loss of $65,414 for the three months
ended December 31, 2001. This decrease is primarily the result an increase in
non-interest expenses, which included merger and acquisition expense of
$101,367, and as a one-time accelerated benefit plan expense that more than
offset increased interest income, service charges and a decrease in interest
expense. The annualized return on average assets decreased to (.40%) from .19%
for the three months ended December 31, 2001 and 2000, respectively.

Net Interest Income. Net interest income increased $88,480 or 20.3% from
$435,290 for the three months ended December 31, 2000 to $523,770 for the three
months ended December 31, 2001. The increase was primarily due to a decrease in
interest paid on Federal Home Loan Bank advances.

Interest Income. Interest income increased $19,555 for the three months ended
December 31, 2001 compared to the same three months ended December 31, 2000. The
increase in interest income was primarily due to an increase in the average
balance of interest-earning assets. The average balance of interest-earning
assets increased by 6.7%. This increase in average interest-earning assets added
an additional $19,555 of interest income. The average yield on interest-earning
assets decreased moderately to 8.4% from 8.9% for the three months ended
December 31, 2001 and 2000, respectively.

Interest Expense. Interest expense decreased $69,000 from $830,000 for the three
months ended December 31, 2000 to $761,000 for the three months ended December
31, 2001. The decrease in interest expense was due to an increase in average
interest-bearing liabilities of $4.6 million, offset by a decrease in the cost
of funds of 99 basis points (100 basis points equals 1%).

Non-Interest Income. Non-interest income increased by $31,000 primarily from an
increase in service charges of $10,000, increase in gain on sale of repossessed
assets of $3,000, decrease in non-recurring loss on sale of securities of
$7,600, increase in late charges on loans of $6,000, increase in insurance
commissions $2,000 and increase in miscellaneous income of $2,000.

Non-Interest Expense. Non-interest expense increased by $221,000 primarily due
to increased compensation and other personnel expense, furniture and equipment
expense, merger and acquisition expenses and other operating expenses. Our
compensation and other personnel expense increased an aggregate of $124,400
between the periods as a result of contributions to the Bank's Restricted Stock
Plan approved in April of 1999. Contributions to the Plan for the three months
ended December 31, 2001 were $140,639 as compared to $13,701 for the three month
period ended December 31, 2000. This increase was due to a decision to fully
fund the Plan during the three month period ended December 31, 2001. Expenses
incurred which related to our merger and acquisition agreement amounted to
$101,300. Additional merger expenses to be incurred in the next two quarters are
estimated to be approximately $200,000. Other non-interest expenses, including
expenses of the Parent Company in the amount of $7,100, decreased $5,200.

Although no definite plans have been made, we are exploring whether to purchase
land and construct a branch. We would likely hire experts or spend money before
we commit to purchasing land or constructing a new branch. If we decided not to
build a new branch, any money that we had spent up to that time would be a
non-interest expense and would negatively affect our income.

Non-interest expense increased as a result of staffing and equipping the bank
building opened in April 1999. These expenses have stabilized and our operations
in the building have now produced higher overall levels of loan and deposit
activity. Our ability to fully offset these increased non-interest expenses will
depend in part on

                                      -11-

<PAGE>

our ability to continue to increase the size of the loan portfolio without
increasing the provision for loan losses and increase the amount of deposits we
hold without substantially increasing interest expense. Our non-interest expense
would further increase if we built the new branch discussed in the prior
paragraph.

Income Taxes. Income tax expense amounted to $22,223 for the three months ended
December 31, 2000 compared to $15,839 for the three months ended December 31,
2001.

Liquidity and Capital Resources

Management monitors our risk-based capital and leverage capital ratios in order
to assess compliance with regulatory guidelines. At December 31, 2000, the Bank
had tangible capital, leverage, and total risk-based capital of 9.39%, 9.39% and
14.33%, respectively, which exceeded the OTS's minimum requirements of 1.50%,
4.00% and 8.00%, respectively.

On December 19, 2000 the Board of Directors approved a dividend of $2.92 per
share payable January 11, 2001 to shareholders of record on December 29, 2000.
This dividend was partially paid from funds made available by dividends from the
subsidiary bank and partially paid from funds held by the Company. Approximately
$1.43 per share was deemed to be a return of capital.

We are exploring whether to purchase land and construct a branch. Although no
definite plans have been made, if a new branch is built, the land and
construction cost would total approximately $600,000. We have sufficient liquid
assets to pay for these costs.

Pursuant to FASB No. 130, entities are required to present other comprehensive
income and total comprehensive income reflecting certain items in other
comprehensive income that are otherwise excluded from net income. For the
Company, other comprehensive income relates to recording changes in the value of
its investment portfolio as regards unrealized gains or losses that may result
from movements in interest rates. For the quarter ended December 31, 2001, the
savings bank showed unrealized losses, net of tax effect, totaling $66,065 due
to decreases in interest rates as the National Money Market reacted to actions
by the Federal Open Market Committee. Management does not anticipate the
realization of this loss. The unrealized loss does, however, negatively impact
the Company's capital. The unrealized losses, net of applicable taxes, combined
with a net operating loss of $65,414 and a reduction in the receivable from the
Bank's Employee Stock Ownership Plan of $52,900 yields a net decrease in the
Company's capital of $78,579. The book value per share of common stock decreased
from $13.13 on September 30, 2001 to $12.98 as of December 31, 2001. The Bank's
capital continues to exceed regulatory requirements and continues to be adequate
to support future asset growth.

On October 22, 2001, the Company signed a merger agreement with Colony Bankcorp,
Inc. If the merger occurs, existing stockholders will receive cash and common
stock of Colony Bankcorp, Inc. in exchange for the common stock of the Company.

                                      -12-

<PAGE>

                           PART II. OTHER INFORMATION

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

               Not applicable.

Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

               Not applicable.

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

               Not applicable.

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

               Not applicable.

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

               On December 28 and 31, 2001, a registration statement on Form
               S-4, including a prospectus and proxy material, relating to the
               proposed merger with Colony Bankcorp, Inc. was filed with the
               U.S. Securities and Exchange Commission by Colony Bankcorp, Inc.

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

               (a)    None.

               (b)    A Form 8-K dated October 22, 2001 was filed on October 23,
                      2001 to announce the execution of an agreement and Plan of
                      Merger between Colony Bankcorp, Inc. and Quitman Bancorp,
                      Inc.

                                      -13-

<PAGE>

                                   SIGNATURES

          In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                    QUITMAN BANCORP, INC.



Date: February 12, 2001             By:  /s/ Melvin E. Plair
                                         -------------------
                                         Melvin E. Plair
                                         President and Chief Executive Officer
                                         (Principal Executive and Financial
                                         Officer)
                                         (Duly Authorized Officer)



Date: February 12, 2001             By:  /s/ Peggy L. Forgione
                                         ---------------------
                                         Peggy L. Forgione
                                         Vice President and Controller
                                         (Chief Accounting Officer)

                                      -14-