EXHIBIT 99.1
                                                        ------------
                        THOMASVILLE BANCSHARES, INC.
                           THOMASVILLE, GEORGIA

                     CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE YEARS ENDED
                         DECEMBER 31, 2001 AND 2000



                             TABLE OF CONTENTS
                             -----------------

REPORT OF INDEPENDENT ACCOUNTANTS                                    1

CONSOLIDATED FINANCIAL STATEMENTS

	Consolidated Balance Sheets                                    2

	Consolidated Statements of Income                              3

	Consolidated Statements of Changes in Shareholders' Equity     4

	Consolidated Statements of Cash Flows                          5

	Notes to Consolidated Financial Statements                     6



                      REPORT OF INDEPENDENT ACCOUNTANTS
                      ---------------------------------


Board of Directors
Thomasville Bancshares, Inc.
Thomasville, Georgia

	We have audited the accompanying consolidated balance sheets of
Thomasville Bancshares, Inc., (the "Company"), and subsidiary as of December
31, 2001 and 2000, and the related consolidated statements of income, changes
in shareholders' equity and cash flows for each of the three years in the
period ended December 31, 2001.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

	We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

	In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Thomasville Bancshares, Inc., and subsidiary at December 31, 2001
and 2000, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with generally accepted accounting principles.




Atlanta, Georgia
February 28, 2002



                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
                           CONSOLIDATED BALANCE SHEETS

                             ASSETS
                             ------                     As of December 31,
                                               --------------------------------
                                                     2001               2000
                                                     ----               ----
Cash and due from banks                        $   6,223,676      $   8,493,734
Federal funds sold, net                              356,202          8,622,079
                                               -------------      -------------
  Total cash and cash equivalents              $   6,579,878      $  17,115,813
Securities:
 Available-for-sale at fair value                  7,135,162         11,636,063
Loans, net                                       134,335,739        107,118,466
Property and equipment, net                        3,694,814          3,434,425
Other real estate owned                              -  -               137,844
Other assets                                       1,522,783          1,665,053
                                               -------------      -------------
  Total Assets                                 $ 153,268,376      $ 141,107,664
                                               =============      =============

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   ------------------------------------

Liabilities:
-----------
 Deposits
  Non-interest bearing deposits                $  16,562,792      $  15,330,627
  Interest bearing deposits                      116,150,265        110,563,168
                                               -------------      -------------
       Total deposits                          $ 132,713,057      $ 125,893,795
Borrowings                                         6,000,000          2,000,000
Other liabilities                                    666,206            633,621
                                               -------------      -------------
  Total Liabilities                            $ 139,379,263      $ 128,527,416
                                               -------------      -------------

Commitments and Contingencies
-----------------------------

Shareholders' Equity:
--------------------
 Common stock, 1.00 par value, 10,000,000
 shares authorized; 1,395,000 shares issued
 and outstanding                               $   1,395,000      $   1,395,000
Paid-in-capital                                    8,200,908          8,112,061
Retained earnings                                  4,265,111          3,071,334
Accumulated other comprehensive income                28,094              1,853
                                               -------------      -------------
   Total Shareholders' Equity                  $  13,889,113      $  12,580,248
                                               -------------      -------------
   Total Liabilities and Shareholders' Equity  $ 153,268,376      $ 141,107,664
                                               =============      =============

               Refer to notes to the consolidated financial statements.



                          THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                       CONSOLIDATED STATEMENTS OF INCOME


                                          For the Years Ended December 31,
                                      ----------------------------------------
Interest Income:                          2001          2000          1999
---------------                           ----          ----          ----
 Interest and fees on loans           $  9,760,452  $  9,226,566  $  7,340,869
 Interest on investment securities         588,166       445,388       342,266
 Interest on federal funds sold            190,606       201,287       236,801
                                      ------------  ------------  ------------
    Total interest income             $ 10,539,224  $  9,873,241  $  7,919,936

Interest Expense:
----------------
 Interest on deposits and borrowings     5,208,018     4,670,015     3,580,532
                                      ------------  ------------  ------------
Net interest income                   $  5,331,206  $  5,203,226  $  4,339,404
Provision for possible loan losses         415,000       510,000       365,000
                                      ------------  ------------  ------------
Net interest income after provision
 for possible loan losses             $  4,916,206  $  4,693,226  $  3,974,404
                                      ------------  ------------  ------------

Other Income:
------------
 Service fees on deposit accounts     $    547,325  $    497,589  $    510,226
 Miscellaneous, other                      263,002       152,434       104,282
                                      ------------  ------------  ------------
     Total other income               $    810,327  $    650,023  $    614,508
                                      ------------  ------------  ------------

Other Expenses:
--------------
  Salaries and benefits               $  1,711,444  $  1,479,560  $  1,353,321
  Data processing and ATM                  157,617       183,553       180,086
  Advertising and public relations         136,623       142,067       147,958
  Depreciation and amortization            298,327       291,111       257,295
  Professional fees                        136,623       119,097        76,202
  Other operating expenses                 753,452       677,614       590,508
                                      ------------  ------------  ------------
     Total other expenses             $  3,194,086  $  2,893,002  $  2,605,370
                                      ------------  ------------  ------------

Income before income tax              $  2,532,447  $  2,450,247  $  1,983,542
Income tax                                 850,420       931,679       761,000
                                      ------------  ------------  ------------

Net income                            $  1,682,027  $  1,518,568  $  1,222,542
                                      ============  ============  ============

Basic earnings per share              $       1.21  $       1.10  $        .89
                                      ============  ============  ============

Diluted earnings per share            $       1.16  $       1.06  $        .85
                                      ============  ============  ============

         Refer to notes to the consolidated financial statements.



                          THOMASVILLE BANCSHARES, INC.
                              THOMASVILLE, GEORGIA
              CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001


                                                       Accumulated
                                                          Other
                 Common Stock        Paid                Compre-
              ------------------     -in-      Retained  hensive
              Shares   Par Value    Capital    Earnings  Income      Total
              ------   ---------    -------    --------  ------      -----

Balance,
December 31,
  1998       1,380,000 $1,380,000 $7,955,261 $  744,224 $  29,739  $10,109,224
             ---------  ---------  ---------  ---------  --------   ----------

Comprehensive income:
 Net income,
  1999          --          --         --     1,222,542     --       1,222,542
 Net unrealized
  losses,
  securities    --          --         --        --       (67,718)     (67,718)
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,222,542   (67,718)   1,154,824

Stock options,
  restricted
  stock         --          --        47,700     --        --           47,700
             ---------  ---------  ---------  ---------  --------   ----------

Balance,
December 31,
  1999       1,380,000 $1,380,000 $8,002,961 $1,966,766 $ (37,979) $11,311,748
             ---------  ---------  ---------  ---------  --------   ----------

Comprehensive income:
 Net income,
  2000          --          --         --     1,518,568     --       1,518,568
 Net unrealized
  gains,
  securities    --          --         --        --        39,832       39,832
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,518,568    39,832    1,558,400

Stock options,
  restricted
  stock         --          --        49,100     --        --           49,100

Exercise of
 stock
 options        15,000     15,000     60,000     --        --           75,000

Dividends
 paid            --         --         --      (414,000)    --        (414,000)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2000        1,395,000 $1,395,000 $8,112,061 $3,071,334 $   1,853  $12,580,248
             ---------  ---------  ---------  ---------  --------   ----------
Comprehensive income:
 Net income,
  2001          --          --         --     1,682,027     --       1,682,027
 Net unrealized
  gains,
  securities    --          --         --        --        26,241       26,241
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,682,027    26,241    1,708,268

Stock options,
  restricted
  stock         --          --        88,847     --        --           88,847

Dividends
 paid            --         --         --      (488,250)    --        (488,250)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2001        1,395,000 $1,395,000 $8,200,908 $4,265,111 $  28,094  $13,889,113

             =========  =========  =========  =========  ========   ==========


           Refer to notes to the consolidated financial statements.



                          THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          For the Years Ended December 31,
                                      ----------------------------------------
Cash flows from operating activities:     2001          2000          1999
------------------------------------      ----          ----          ----
  Net income                          $  1,682,027  $  1,518,568  $  1,222,542
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Provisions for loan losses      $    415,000  $    510,000  $    365,000
      Depreciation and amortization        298,327       291,111       257,295
      Net accretion on securities          (78,208)      (44,827)      (18,936)
  Decrease in receivables
   and other assets                        142,270      (528,818)     (314,242)
  Increase in payables
   and other liabilities                    32,585       238,672        29,240
                                      ------------  ------------  ------------
Net cash provided by
  operating activities                $  2,492,001  $  1,984,706  $  1,540,899
                                      ------------  ------------  ------------

Cash flows from investing activities:
------------------------------------
   Purchase of securities, AFS        $(12,394,650) $ (7,814,467) $ (6,976,725)
   Maturity and calls
     of securities, AFS                 17,000,000     4,800,000     3,925,172
   Sale of securities                      -  -          500,000       -  -
   Decrease in other
     real estate owned                     137,844       649,385      (787,229)
   (Increase) in loans, net            (27,632,273)  (17,505,566)  (21,618,337)
   Purchase of premises
     and equipment                        (558,716)     (138,828)     (370,833)
                                      ------------  ------------  ------------
Net cash used in investing activities $(23,447,795) $(19,509,476) $(25,827,952)
                                      ------------  ------------  ------------

Cash flows from financing activities:
------------------------------------
   Exercise of stock options          $    -  -     $     75,000  $    -  -
   Options, restricted stock                88,847        49,100       47,700
   Increase in deposits                  6,819,262    27,742,509   21,016,407
   Increase in borrowed funds            4,000,000      (395,136)   2,395,136
   Dividends paid                         (488,250)     (414,000)     -  -
                                      ------------  ------------  ------------
Net cash provided
   by financing activities            $ 10,419,859  $ 27,057,473  $ 23,459,243
                                      ------------  ------------  ------------

Net (decrease) in cash
   and cash equivalents               $(10,535,935) $  9,532,703  $   (827,810)
Cash and cash equivalents,
    beginning of period                 17,115,813     7,583,110     8,410,920
                                      ------------  ------------  ------------
Cash and cash equivalents, end period $  6,579,878  $ 17,115,813  $  7,583,110
                                      ============  ============  ============

Supplemental Information:

Income taxes paid                     $    843,500  $    975,000  $    811,000
                                      ============  ============  ============

Interest paid                         $  5,160,637  $  4,561,581  $  3,522,850
                                      ============  ============  ============

             Refer to notes to the consolidated financial statements



                              THOMASVILE BANCSHARES, INC.
                                 THOMASVILE, GEORGIA
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2001 AND 2000


NOTE 1 - ORGANIZATION OF THE BUSINESS

	Thomasville Bancshares, Inc., Thomasville, Georgia (the "Company") was
organized in January, 1995 to serve as a holding company for a proposed de
novo bank, Thomasville National Bank, Thomasville, Georgia (the "Bank").
The Company commenced banking operations on October 2, 1995.  The Bank is
primarily engaged in the business of obtaining deposits and providing
commercial consumer and real estate loans to the general public.  The Bank
operates out of two banking offices, both in Thomasville, Georgia.  The Bank's
deposits are each insured up to $100,000 by the Federal Deposit Insurance
Corporation (the "FDIC") subject to certain limitations imposed by the FDIC.


NOTE 2 - SUMMARY OF  SIGNIFICANT ACCOUNTING POLICIES

	BASIS OF PRESENTATION AND RECLASSIFICATION.  The consolidated financial
statements include the accounts of the Company and its subsidiary.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  Certain prior year amounts have been reclassified to conform
to the current year presentation.  Such reclassifications had no impact on net
income or shareholders' equity.

	BASIS OF ACCOUNTING.  The accounting and reporting policies of the
Company conform to generally accepted accounting principles and to general
practices in the banking industry. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the financial
statements and income and expenses during the reporting period.  Actual
results could differ significantly from those estimates.  Material estimates
that are particularly susceptible to significant change in the near term
relate to the determination of the allowance for loan losses and the valuation
of real estate acquired in connection with foreclosure proceedings.

	CASH AND DUE FROM BANKS.  The Company maintains deposit relationships
with other banks which deposits amounts, at times, may exceed federally
insured limits.  The Company has never experienced any material losses from
such deposit relationships.

     INVESTMENT SECURITIES.  Investment securities that the Company has the
positive intent and ability to hold to maturity are classified as held-to-
maturity and are reported at amortized cost.  Investment securities held for
current resale are classified as trading securities and are reported at fair
value, with unrealized gains and losses included in earnings.  Investment
securities not classified either as securities held-to-maturity or trading
securities are classified as available-for-sale and reported at fair value;
net unrealized gains or losses (net of related taxes) are excluded from
earnings and are reported as accumulated other comprehensive income/(loss)
within shareholders' equity.  The classification of investment securities as
held-to-maturity, trading or available-for-sale is determined at the date of
purchase.

     Realized gains and losses from sales of investment securities are
determined based upon the specific identification method.  Premiums and
discounts are recognized in interest income using the level-yield method over
the period to maturity.

     Management periodically evaluates investment securities for other than
temporary declines in value and records losses, if any, through an adjustment
to earnings.

     LOANS, INTEREST AND FEE INCOME ON LOANS.  Loans are reported at their
outstanding principal balance adjusted for charge-off, unearned discount,
unamortized loan fees and the allowance for possible loan losses.  Interest
income is recognized over the term of the loan based on the principal amount
outstanding.  Non-refundable loan fees are taken into income to the extent
they represent the direct cost of initiating a loan; the amount in excess of
direct costs is deferred and amortized over the expected life of the loan.

     Accrual of interest on loans is discontinued either when (i) reasonable
doubt exists as to the full or timely collection of interest or principal or
when (ii) a loan becomes contractually past due by 90 days or more with
respect to interest or principal.  When a loan is placed on non-accrual
status, all interest previously accrued but not collected is reversed against
current period interest income.  Income on such loans is then recognized only
to the extent that cash is received and where the future collection of
principal is probable. Loans are returned to accruing status only when they
are brought fully current with respect to interest and principal and when, in
the judgment of management, the loans are estimated to be fully collectible as
to both principal and interest.

     Impaired loans are:  (i) non-performing loans that have been placed on
nonaccrual status; and  (ii) loans which are performing according to all
contractual terms of the loan agreement, but may have substantive indication
of potential credit weakness.  Accounting standards require impaired loans to
be measured based on: (a) the present value of expected future cash flows
discounted at the loan's original effective interest rate; or (b) the loan's
observable market price; or (c) the fair value of the collateral if the loan
is  collateral dependent.

     ALLOWANCE FOR LOAN LOSSES.   The allowance for loan losses (the
"Allowance") represents management's estimate of probable losses inherent in the
loan portfolio.  The Allowance is established through provisions charged to
operations.  Loans deemed to be uncollectible are charged against the
Allowance, and subsequent recoveries, if any, are credited to the Allowance.
The adequacy of the Allowance is based on management's evaluation of the loan
portfolio under current economic conditions, past loan loss experience,
adequacy of underlying collateral, changes in the nature and volume of the
loan portfolio, review of specific problem loans, and such other factors
which, in management's judgment, deserve recognition in estimating loan
losses.  The evaluation for the adequacy of the Allowance is inherently
subjective as it requires material estimates, including the amounts and timing
of future cash flows expected to be received on impaired loans that may be
susceptible to significant change.  Various regulatory agencies, as an
integral part of their examination process, periodically review the Company's
Allowance.  Such agencies may require the Company to recognize additions to
the Allowance based on their judgments about information available to them at
the time of their examination.

	PROPERTY AND EQUIPMENT.  Building, furniture, and equipment are stated
at cost, net of accumulated depreciation.  Land is carried at cost.
Depreciation is computed using the straight line method over the estimated
useful lives of the related assets.  Maintenance and repairs are charged to
operations, while major improvements are capitalized.  Upon retirement, sale
or other disposition of property and equipment, the cost and accumulated
depreciation are eliminated from the accounts, and gain or loss is included in
income from operations.

     OTHER REAL ESTATE.  Other real estate represents property acquired
through foreclosure proceedings.  Other real estate is carried at the lower
of:  (i) cost; or (ii) fair value less estimated selling costs.  Fair value is
determined on the basis of current appraisals, comparable sales and other
estimates of value obtained principally from independent sources.  Any excess
of the loan balance at the time of foreclosure over the fair value of the real
estate held as collateral is treated as a loan loss and charged against the
allowance for loan losses.  Gain or loss on the sale of the property and any
subsequent adjustments to reflect changes in fair value of the property are
reflected in the income statement.  Recoverable costs relating to the
development and improvement of the property are capitalized whereas routine
holding costs are charged to expense.

	INCOME TAXES.  Income tax expense consists of current and deferred
taxes.   Current income tax provisions approximate taxes to be paid or
refunded for the applicable year.  Deferred tax assets and liabilities are
recognized on the temporary differences between the bases of assets and
liabilities as measured by tax laws and their bases as reported in the
financial statements.  Deferred tax expense or benefit is then recognized for
the change in deferred tax assets or liabilities between periods.

     Recognition of deferred tax balance sheet amounts is based on
management's belief that it is more likely than not that the tax benefit
associated with certain temporary differences, tax operating loss
carryforwards, and tax credits will be realized.  A valuation allowance is
recorded for those deferred tax items for which it is more likely than not
that realization will not occur.

     STATEMENT OF CASH FLOWS.  For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, and federal
funds sold.  Generally, federal funds are purchased or sold for one day
periods.

	STOCK OPTIONS AND WARRANTS.  There are two major accounting standards
that address the accounting for stock options/warrants.  Entities are allowed
to freely choose between the two distinct standards.  The first standard, APB
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25")
measures stock options/warrants by the intrinsic value method.  Under the
above method, if the exercise price is the same or above the quoted market
price at the date of grant, no compensation expense is recognized.  The second
standard, SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), may recognize a compensation expense even in cases where the exercise
price is the same or above the quoted market price.  SFAS 123 takes into
account the time value of the options/warrants; that is, the value of being
able to defer a decision on whether or not to exercise the option/warrants
until the expiration date.  The Company follows the accounting standards of
APB 25.  Had the Company followed the accounting standards of SFAS 123, net
income for the years ended December 31, 2001, 2000, and 1999 would have been
reduced by $11,669, $10,369 and $7,643, respectively.  On a per share basis,
basic and diluted earnings per share would have been reduced in each of the
above years by $.01.

     EARNINGS PER SHARE ("EPS").  The Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes standards for computing and presenting EPS.  Because the
Company has a complex capital structure, it is required to report: (i) basic
EPS; and (ii) diluted EPS.  Basic EPS is defined as the amount of earnings
available to each share of common stock outstanding during the reporting
period.  Diluted EPS is defined as the amount of earnings available to each
share of common stock outstanding during the reporting period and to each
share that would have been outstanding assuming the issuance of common stock
for all dilutive potential common stock outstanding during the reporting
period.

     The following is a reconciliation of net income (the numerator) and the
weighted average shares outstanding (the denominator) used in determining
basic and diluted EPS for each of the following periods:

                                  Year Ended December 31, 2001
                        --------------------------------------------------
                               Basic EPS                Diluted EPS
                               ---------                -----------
                        Numerator  Denominator      Numerator  Denominator
                        ---------  -----------      ---------  -----------
Net income             $1,682,027        -  -       $1,682,027       -  -
Weighted average shares      - -    1,395,000             - -    1,395,000
Dilutive
options, warrants, net       - -         - -              - -       52,372
                        ---------   ---------        ---------   ---------
   Totals              $1,682,027   1,395,000       $1,682,027   1,447,372
                        =========   =========        =========   =========

EPS                             $1.21                        $1.16
                                 ====                         ====

                                  Year Ended December 31, 2000
                        --------------------------------------------------
                               Basic EPS                Diluted EPS
                               ---------                -----------
                        Numerator  Denominator      Numerator  Denominator
                        ---------  -----------      ---------  -----------
Net income             $1,518,568        -  -       $1,518,568       -  -
Weighted average shares      - -    1,384,274             - -    1,384,274
Dilutive
options, warrants, net       - -         - -              - -       46,080
                        ---------   ---------        ---------   ---------
   Totals              $1,518,568   1,384,274       $1,518,568   1,430,354
                        =========   =========        =========   =========

EPS                             $1.10                        $1.06
                                 ====                         ====

                                  Year Ended December 31, 1999
                        --------------------------------------------------
                               Basic EPS                Diluted EPS
                               ---------                -----------
                        Numerator  Denominator      Numerator  Denominator
                        ---------  -----------      ---------  -----------
Net income             $1,222,542        -  -       $1,222,542       -  -
Weighted average shares      - -    1,380,000             - -    1,380,000
Dilutive
options, warrants, net       - -         - -              - -       56,415
                        ---------   ---------        ---------   ---------
   Totals              $1,222,542   1,380,000       $1,222,542   1,436,415
                        =========   =========        =========   =========

EPS                             $.89                         $.85
                                 ===                          ===

     RECENT ACCOUNTING PRONOUNCEMENTS.  Statement of Financial Accounting
Standards No. 141, "Business Combinations", ("FASB 141") addresses financial
accounting and reporting for business combinations and supersedes both APB
Opinion No. 16, "Business Combinations", and FASB Statement No. 38, "Accounting
for Preacquisition Contingencies of Purchased Enterprises".  All business
combinations in the scope of FASB 141 are to be accounted for using one method -
the purchase method.  The provisions of FASB 141 apply to all business
combinations initiated after June 30, 2001.  The adoption of FASB 141 is not
expected to have a material impact on the financial position or results of
operations of the Company.

	Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets", ("FASB 142") addresses financial accounting and
reporting for acquired goodwill and other intangible assets and supersedes APB
Opinion No. 17, "Intangible Assets".  FASB 142 addresses how intangible
assets that are acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition.  FASB 142 also addresses how goodwill and
other intangible assets should be accounted for after they have been initially
recognized in the financial statements.  FASB 142 is effective for fiscal
years beginning after December 15, 2001.  The adoption of FASB 142 is not
expected to have a material impact on the financial position or results of
operations of the Company.

	Statement of Financial Accounting Standards No. 143, "Accounting for
Asset Retirement Obligations", ("FASB 143") addresses financial accounting
and reporting for obligations associated with the retirement of tangible long-
lived assets and the associated asset retirement costs.  FASB 143 applies to
all entities.  FASB 143 also applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition,
construction, development and (or) the normal operation of a long-lived asset,
except for certain obligations of leases.  FASB 143 amends FASB Statement No.
19, "Financial Accounting and Reporting by Oil and Gas Producing Companies".
FASB 143 is effective for fiscal years beginning after December 15, 2002.  The
adoption of FASB 143 is not expected to have a material impact on the
financial position or results of operations of the Company.

	Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets", ("FASB 144") addresses
financial accounting and reporting for the impairment or disposal of long-
lived assets.  FASB 144 supersedes both FASB Statement No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be

     Disposed Of", and the accounting and reporting provisions of APB Opinion
No. 30, "Reporting the Results of Operation - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions",  for the disposal of a Segment of a
business (as previously defined in that opinion).  FASB 144 also amends ARB
No. 51, "Consolidated Financial Statements", to eliminate the exception to
consolidation for a subsidiary for which control is likely temporary.  The
provisions of FASB 144 are required to be applied with fiscal years beginning
after December 15, 2001.  Adoption of FASB 144 is not expected to have a
material impact on the financial position or results of operations of the
Company.


NOTE 3 - FEDERAL FUNDS SOLD

	  The Bank is required to maintain legal cash reserves computed by
applying prescribed percentages to its various types of deposits.  When the
Bank's cash reserves are in excess of the required amount, the Bank may lend
the excess to other banks on a daily basis.  At December 31, 2001 and 2000,
the Bank was a net seller in the federal funds market.  Below is pertinent
information:
                                           December 31,
                                     ----------------------
                                         2001         2000
                                         ----         ----
	Federal funds sold             $   417,202   $8,622,079
	Federal funds purchased            (61,000)     -  -
                                     -----------   ----------
	Federal funds sold, net        $   356,202   $8,622,079
                                     ===========   ==========


NOTE 4 - SECURITIES AVAILABLE-FOR-SALE

     The amortized costs and estimated market values of securities available-
for-sale as of December 31, 2001 follow:

                                             Gross
                                           Unrealized
                          Amortized        ----------         Estimated
Description                  Costs       Gains    Losses    Market Values
-----------               -----------    -----    ------    -------------
U.S. Treasury            $    500,000  $ 18,682  $  -  -    $    518,682
U.S. Agency                 5,250,128    53,059   (29,174)     5,274,013
GA Tax-Credit Fund            466,667     -  -      -  -         466,667
FRB and FHLB stock            635,800     -  -      -  -         635,800
Corporate equity              240,000     -  -      -  -         240,000
                         ------------  --------  --------   ------------
   Total securities      $  7,092,595  $ 71,741  $(29,174)  $  7,135,162
                         ============  ========  ========   ============

	All national banks are required to hold FRB stock and all members of the
Federal Home Loan Bank are required to hold FHLB stock.  Since no ready market
exists for either stock, both FRB and FHLB stocks are reported at cost.

	The amortized costs and estimated market values of securities available-
for-sale as of December 31, 2000 follow:

                                             Gross
                                           Unrealized
                          Amortized        ----------         Estimated
Description                  Costs       Gains    Losses    Market Values
-----------               -----------    -----    ------    -------------
U.S. Treasury            $  1,001,691  $  2,656  $   (441)  $  1,003,906
U.S. Agency                 9,821,064    22,707   (22,114)     9,821,657
Corporate equity              240,000     -  -      -  -         240,000
FRB and FHLB stock            570,500     -  -      -  -         570,500
                         -----------   --------   --------  ------------
  Total securities       $ 11,633,255  $ 25,363  $(22,555)  $ 11,636,063
                         ===========   ========  =========  ============

     The amortized costs and estimated market values of securities available-
for-sale at December 31, 2001, by contractual maturity, are shown in the
following chart.  Expected maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.

                                         Amortized         Estimated
                                           Costs         Market Values
                                        -----------      -------------
	Due in one year or less           $ 2,001,004      $ 2,045,089
	Due after one through five years    2,949,124        2,969,356
	Due after five through ten years    1,266,667        1,244,917
	FRB, FHLB, corporate equity
       (no maturity)                        875,800          875,800
                                        -----------      -----------
	    Total securities              $ 7,092,595      $ 7,135,162
                                        ===========      ===========

	There were no sales of securities during the calendar year 2001.
Proceeds from sales of securities during the calendar year 2000 were $500,000,
with no corresponding gain or loss on the sales.  As of December 31, 2001 and
2000, securities with aggregate par values of $5,450,000 and $8,500,000,
respectively, were pledged to secure public funds, repurchase agreements and
for other purposes required or permitted by law.


NOTE 5 - LOANS

	The composition of net loans by major loan category, as of December 31,
2001 and 2000, follows:
                                                        December 31,
                                              -----------------------------
                                                   2001            2000
                                                   ----            ----
	Commercial, financial, agricultural     $  40,032,109   $  29,605,383
	Real estate - construction                  6,333,530       3,510,851
	Real estate - mortgage                     80,747,146      64,975,926
	Installment                                 8,787,723      10,391,363
                                              -------------   -------------
	Loans, gross                            $ 135,900,508   $ 108,483,523
	Deduct:
	 Allowance for loan losses                 (1,564,769)     (1,365,057)
                                              -------------   -------------
	    Loans, net                          $ 134,335,739   $ 107,118,466
                                              =============   =============

	The Company considers impaired loans to include all restructured loans,
loans on which the accrual of interest had been discontinued and all other
loans which are performing according to the loan agreement, but may have
substantive indication of potential credit weakness.  At December 31, 2001 and
2000, the total recorded investment in impaired loans, all of which had
allowances determined in accordance with FASB Statements No. 114 and No. 118,
amounted to approximately $4,640,644 and $3,295,241, respectively.  The
average recorded investment in impaired loans amounted to approximately
$3,835,462 and $1,813,399 for the years ended December 31, 2001 and 2000,
respectively.  The Allowance related to impaired loans amounted to
approximately $934,727 and $683,847 at December 31, 2001 and 2000,
respectively.  The balance of the Allowance in excess of the above specific
reserves is available to absorb the inherent losses of all other loans.
Interest income recognized on impaired loans for the years ended December 31,
2001 and 2000 amounted to $351,311 and $178,982, respectively.  The amount of
interest recognized on impaired loans using the cash method of accounting was
not material for the years ended December 31, 2001 and 2000.  The company has
no commitments to lend additional funds to borrowers whose loans have been
modified.


NOTE 6 - ALLOWANCE FOR POSSIBLE LOAN LOSSES

	The allowance for possible loan losses is a valuation reserve available
to absorb future loan charge-offs.  The Allowance is increased by provisions
charged to operating expenses and by recoveries of loans which were previously
written-off.  The Allowance is decreased by the aggregate loan balances, if
any, which were deemed uncollectible during the year.

	Individual consumer loans are predominantly undersecured, and the
allowance for possible losses associated with these loans has been established
accordingly.  The majority of the non-consumer loan categories are generally
secured by real-estate, receivables, inventory, machinery, equipment, or
financial instruments.  The amount of collateral obtained is based upon
management's evaluation of the borrower.

     Activity within the Allowance account for the years ended December 31,
2001, 2000 and 1999 follows:

                                           Years ended December 31,
                                   -------------------------------------
                                        2001         2000         1999
                                        ----         ----         ----
Balance, beginning of year         $ 1,365,057  $ 1,109,707  $   868,477
Add:  Provision for loan losses        415,000      510,000      365,000
Add:  Recoveries of previously
      charged off amounts               15,690        4,064        2,741
                                   -----------  -----------  -----------
   Total                           $ 1,795,747  $ 1,623,771  $ 1,236,218
Deduct: Amount charged-off            (230,978)    (258,714)    (126,511)
                                   -----------  -----------  -----------
Balance, end of year               $ 1,564,769  $ 1,365,057  $ 1,109,707
                                   ===========  ===========  ===========


NOTE 7 - PROPERTY AND EQUIPMENT

	Buildings, furniture and equipment are stated at cost less accumulated
depreciation.  Components of property and equipment included in the
consolidated balance sheets at December 31, 2001 and 2000 follow:

                                                   December 31,
                                            -------------------------
                                                2001          2000
                                                ----          ----
	Land                                  $   943,862   $   753,523
	Buildings                               1,913,508     2,150,519
	Furniture, equipment                    1,617,549     1,320,723
	Construction in progress                  285,463        -  -
                                            -----------   -----------
	  Property and equipment, gross       $ 4,760,382   $ 4,224,765
	Deduct:
	 Accumulated depreciation              (1,065,568)     (790,340)
                                            -----------   -----------
	    Property and equipment, net       $ 3,694,814   $ 3,434,425
                                            ===========   ===========

	Depreciation expense for the years ended December 31, 2001, 2000 and
1999 amounted to $298,327, $285,428 and $245,467, respectively.  Depreciation
is charged to operations over the estimated useful lives of the assets.  The
estimated useful lives and methods of depreciation for the principal items
follow:

               Type of Asset        Life in Years  Depreciation Method
               -------------        -------------  -------------------
         Furniture and equipment       3 to 7        Straight-line
         Building                        39          Straight-line

	The Bank is in the process of constructing a 4,300 square-foot building
to be utilized primarily by TNB Financial Services ("Financial Services"), a
wholly owned subsidiary of the Bank.  The construction costs will approximate
$625,000, of which $285,463 was incurred and paid as of December 31, 2001.
Completion of construction is estimated at February 28, 2002.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

	In the normal course of business, there are various outstanding
commitments to extend credit in the form of unused loan commitments and
standby letters of credit that are not reflected in the consolidated financial
statements.  Since commitments may expire without being exercised, these
amounts do not necessarily represent future funding requirements.  The Company
uses the same credit and collateral policies in making commitments as those it
uses in making loans.

	At December 31, 2001 and 2000, the Company had unused loan commitments
of approximately $19.9 million and $12.7 million, respectively.  Additionally,
standby letters of credit of approximately $0 and $535,000 were outstanding at
December 31,  2001 and 2000, respectively.  The majority of these commitments
are collateralized by various assets.  No material losses are anticipated as a
result of these transactions.

	The Company and its subsidiary are subject to claims and lawsuits which
arise primarily in the ordinary course of business.  It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated financial
position of the Company and its subsidiary.

	Please refer to Note 14 concerning stock options earned by directors and
executive officers.

	Please refer to Note 7 concerning the Bank's commitment to fund and
construct a building which will be utilized primarily by Financial Services.


NOTE 9 - BORROWINGS

	Borrowings from FHLB totaled $6.0 million and $2.0 million at December
31, 2001 and 2000, respectively.  Below are additional details concerning
these borrowings:

                                            First
       Outstanding Borrowings              Possible
             December 31,                  Interest
         ------------------               Adjustment   Principal  Maturity
          2001          2000     Rate    or Call Date  Amortizing   Date
          ----          ----     ----  --------------- ----------   ----
       $  -  -       $1,000,000  5.01%    4-22-2001       No      4-22-2004
        1,000,000     1,000,000  5.26%    4-21-2004       No      4-21-2009
        1,000,000       -  -     4.41%       N/A          No      8-25-2003
        1,000,000       -  -     3.87%       N/A          No      8-29-2002
        1,000,000       -  -     3.33%    9-06-2002       No      9-06-2011
        2,000,000       -  -     4.70%    9-14-2006       No      9-14-2011
       ----------    ----------  -----    ---------      ---      ---------
Total  $6,000,000    $2,000,000   N/A        N/A         N/A         N/A
       ==========    ==========  =====    =========      ===      =========

     FHLB has the option to convert the above advances into other adjustable
instruments or demand full payment on the adjustment date indicated above.  At
December 31, 2001 and 2000, the above borrowings were secured by loans
collateralized by residential real estate in the amount of $41.8 million and
$37.6 million, respectively.  In addition, the above borrowings were also
secured by FHLB stock carried on the Company's balance sheets at $395,800 and
$330,500 at December 31, 2001 and 2000, respectively.


NOTE 10 - DEPOSITS

	The following details deposit accounts at December 31, 2001 and 2000:

                                                   December 31,
                                            -------------------------
                                                2001          2000
                                                ----          ----
     Non-interest bearing deposits         $ 16,562,792  $ 15,330,627
     Interest bearing deposits:
        NOW accounts                         31,353,788    24,979,059
        Money market accounts                30,585,436    34,181,606
        Savings                               4,040,544     3,130,889
        Time, less than $100,000             24,797,804    25,463,197
        Time, $100,000 and over              25,372,693    22,808,417
                                           ------------  ------------
         Total deposits                    $132,713,057  $125,893,795
                                           ============  ============

	At December 31, 2001, the scheduled maturities of all certificates of
deposit were as follows:

                     Year Ended
                     December 31,           Amount
                     ------------        ------------
                        2002             $ 34,549,058
                        2003               11,024,024
                        2004                2,544,826
                        2005                1,598,566
                        2006                  454,023
                                         ------------
                        Total            $ 50,170,497
                                         ============


NOTE 11 - INTEREST ON DEPOSITS AND BORROWINGS

	A summary of interest expense for the years ended December 31, 2001,
2000 and 1999 follows:
                                                       December 31,
                                          -------------------------------------
                                              2001         2000         1999
                                              ----         ----         ----
      Interest on NOW accounts            $   702,317  $   452,784  $   332,699
      Interest on money market accounts     1,274,185    1,349,408      925,588
      Interest on savings accounts             93,218       91,895       73,461
      Interest on CDs under $100,000        1,452,917    1,369,589    1,262,557
      Interest on CDs $100,000 and over     1,547,119    1,246,757      902,571
      Interest, other borrowings              138,262      159,582       83,656
                                          -----------  -----------  -----------
        Total interest on
        deposits and borrowings           $ 5,208,018  $ 4,670,015  $ 3,580,532
                                          ===========  ===========  ===========


NOTE 12 - OTHER OPERATING EXPENSES

	A summary of other operating expenses for the years ended December 31,
2001, 2000 and 1999 follows:
                                                       December 31,
                                          -------------------------------------
                                              2001         2000         1999
                                              ----         ----         ----
      Postage and delivery                $    69,103  $    63,969  $    56,784
      Supplies and printing                    77,665       78,924       90,658
      Regulatory assessments                   70,681       62,137       49,124
      Taxes & insurance                       108,882       90,645       87,487
      Utilities & telephone                    81,675       75,152       71,721
      Repairs & maintenance                    86,521       80,518       73,733
      Service contracts                        83,992       60,686       30,939
      Directors' fees                          74,545       56,900       51,440
      Other expenses                          100,388      108,683       78,622
                                          -----------  -----------  -----------
        Total other operating expenses    $   753,452  $   677,614  $   590,508
                                          ===========  ===========  ===========


NOTE 13 - INCOME TAXES

	As of December 31, 2001, 2000 and 1999, the Company's provision for
income taxes consisted of the following:
                                                       December 31,
                                          -------------------------------------
                                              2001         2000         1999
                                              ----         ----         ----
      Current                             $   805,778  $   825,380  $   663,139
      Deferred                                 44,642      106,299       97,861
                                          -----------  -----------  -----------
      Income tax expense                  $   850,420  $   931,679  $   761,000
                                          ===========  ===========  ===========

	The provisions for income taxes applicable to income before taxes for
the years ended December 31, 2001, 2000, and 1999 differ from amounts computed
by applying the statutory federal income tax rates to income before taxes.
The effective tax rate and the statutory federal income tax rate are
reconciled as follows:
                                                       December 31,
                                          -------------------------------------
                                              2001         2000         1999
                                              ----         ----         ----
      Federal statutory income tax rate       34.0%        34.0%        34.0%
      State income tax,
        net of Federal benefit                 2.4%         2.8%         2.5%
      Tax-exempt interest, net                (3.8%)       (1.9%)       (1.5%)
      Change in valuation allowance            2.0%         3.5%         3.9%
      Other                                   (1.0%)       (0.4%)       (0.5%)
                                              -----        -----        -----
         Effective tax rate                   33.6%        38.0%        38.4%
                                              =====        =====        =====

     The tax effects of the temporary differences that comprise the net
deferred tax assets at December 31, 2001, 2000 and 1999 are presented below:

                                                       December 31,
                                          -------------------------------------
                                              2001         2000         1999
                                              ----         ----         ----
    Deferred tax assets:
      Allowance for loan losses           $   532,021  $   480,269  $   393,450
      Unrealized gain, securities             (14,473)        (955)      19,565
      Deferred asset, depreciation              -  -         7,110       15,364
      Valuation reserve                      (485,627)    (433,875)    (346,577)
                                          -----------  -----------  -----------
        Net deferred tax asset            $    31,921  $    52,549  $    81,802
                                          ===========  ===========  ===========

     There was a net change in the valuation allowance during calendar years
2001, 2000 and 1999.  In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable
income during  the periods in which those temporary differences become
deductible.  Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment.  Based upon the level of historical taxable income and
projection for future taxable income over the periods which the temporary
differences resulting in the deferred tax assets are deductible, management
believes it is more likely than not that the Company will realize the benefits
of those deductible differences, net of the existing valuation allowance at
December 31, 2001.


NOTE 14 - RELATED PARTY TRANSACTIONS

	STOCK OPTIONS.  Two senior executives of the Bank were each granted
30,000 stock options that can be converted into the Company's common stock on
a one-for-one basis upon surrender with a cash consideration of $5.00 per
share.  The above options are fully vested.  During the calendar year 2000,
15,000 of the above stock options were exercised.  During the calendar years
2001, 2000 and 1999, the Company granted 3,400, 6,200 and zero stock options,
respectively, to its employees.  Upon surrender with a cash consideration
ranging from $15.0 to $20.0, each option will convert into one share of the
Company's common stock.  These options are vested equally over three years and
have an expiration date of ten years from the date of grant.  As of December
31, 2001, 2000 and 1999, there were 54,600, 51,200 and 60,000 stock options
outstanding, respectively.

	BENEFIT PLANS.  The Company has a profit sharing plan as well as a
savings plan administered under the provisions of the Internal Revenue Code
Section 401(K).  During the calendar years 2001, 2000 and 1999, the Company
contributed $122,246, $114,586 and $24,599, respectively, to the above plans.


	COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS.  In March 1996, the
Board of Directors of the Company approved a deferred compensation plan (the
"Plan") for the Company's and Bank's directors which grants to each member
restricted shares of the Company's common stock as follows:  (a) ten shares
for each Bank or Company committee meeting attended; and (b) twenty shares for
each Bank or Company Board of Directors meeting attended.  Shares of
restricted stock granted pursuant to the Plan shall not vest until the earlier
to occur of: (a) the retirement of a director from the Company's Board of
Directors; or (b) a change in control of the Company.  Since year-end 1998,
the Board of Directors has granted restricted shares to the Company's
executive officers on an annual basis.  These shares vest only upon the
officers' retirement or upon a change in control.  As of December 31, 2001,
there were 22,372 shares of restricted stock outstanding for the benefit of
directors and executive officers.  The income statements contain charges of
$88,847, $49,100 and $47,700 reflecting the restricted stock grants for
calendar years 2001, 2000, and 1999.

	BORROWINGS AND DEPOSITS BY DIRECTORS AND EXECUTIVE OFFICERS.  Certain
directors, principal officers and companies with which they are affiliated are
customers of and have banking transactions with the Bank in the ordinary
course of business.  As of December 31, 2001 and 2000, loans outstanding to
directors, their related interests and executive officers aggregated
$10,155,584 and $6,358,286, respectively.  These loans were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with unrelated
parties.  In the opinion of management, loans to related parties did not
involve more than normal credit risk or present other unfavorable features.

	A summary of the related party loan transactions during the calendar
years 2001 and 2000 follows:

                                           Insider Loan Transactions
                                          ---------------------------
                                               2001           2000
                                               ----           ----
	Balance, beginning of year          $  6,358,286   $  4,773,288
	New loans                              4,745,998      2,458,292
	Less:  Principal reductions             (948,700)      (873,294)
                                          ------------   ------------
	Balance, end of year                $ 10,155,584   $  6,358,286
                                          ============   ============

	Deposits by directors and their related interests, as of December 31,
2001 and 2000 approximated $7,322,662 and $9,292,550, respectively.


NOTE 15 - CONCENTRATIONS OF CREDIT

	The Company originates primarily commercial, residential, and consumer
loans to customers in Thomas County, Georgia, and surrounding counties.  The
ability of the majority of the Company's customers to honor their contractual
loan obligations is dependent on economic conditions prevailing at the time in
Thomas County and the surrounding counties.

	Sixty-four percent of the Company's loan portfolio is concentrated in
loans secured by real estate, of which a substantial portion is secured by
real estate in the Company's primary market area.  Accordingly, the ultimate
collectibility of the loan portfolio is susceptible to changes in market
conditions in the Company's primary market area.  The other significant
concentrations of credit by type of loan are set forth under Note 5.

	The Company, as a matter of policy, does not generally extend credit to
any single borrower or group of related borrowers in excess of 15% of the
Bank's statutory capital, or approximately $2,185,000.


NOTE 16 - REGULATORY MATTERS

	The Company is governed by various regulatory agencies.  Bank holding
companies and their nonbanking subsidiaries are regulated by the FRB.
National banks are primarily regulated by the OCC.  All federally-insured
banks are also regulated by the FDIC.  The Company's banking subsidiary
includes a national bank, which is insured by the FDIC.

	Various requirements and restrictions under federal and state laws
regulate the operations of the Company.  These laws, among other things,
require the maintenance of reserves against deposits, impose certain
restrictions on the nature and terms of the loans, restrict investments and
other activities, and regulate mergers and the establishment of branches and
related operations.  The ability of the parent company to pay cash dividends
to its shareholders and service debt may be dependent upon cash dividends from
its subsidiary bank.  The subsidiary bank is subject to limitations under
federal law in the amount of dividends it may declare.  At December 31, 2001,
approximately $2,300,000 of the subsidiary bank's retained earnings was
available for dividend declaration without prior regulatory approval.

	The banking industry is also affected by the monetary and fiscal
policies of regulatory authorities, including the FRB.  Through open market
securities transactions, variations in the discount rate, the establishment of
reserve requirements and the regulation of certain interest rates payable by
member banks, the FRB exerts considerable influence over the cost and
availability of funds obtained for lending and investing.  Changes in interest
rates, deposit levels and loan demand are influenced by the changing conditions
in the national economy and in the money markets, as well as the effect of
actions by monetary and fiscal authorities.  Pursuant to the FRB's reserve
requirements, the Bank was required to maintain certain cash reserve balances
with the Federal Reserve System of approximately $1,729,000 and $1,044,000 at
December 31, 2001 and 2000, respectively.

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

	Qualitative measures established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and
ratios (set forth in the table below) of total and Tier 1 capital (as defined
in the regulations) to risk-weighted assets (as defined), and of Tier 1
capital to average assets (as defined).  Management believes that the Company
and the Bank, as of December 31, 2001, meet all capital adequacy requirements
to which they are subject.

	As of  December 31, 2001, the Bank was considered to be Well
Capitalized.  There are no conditions or events since December 31, 2001 that
management believes have changed the Bank's Well Capitalized category.  To be
categorized as Adequately Capitalized or Well Capitalized, the Bank must
maintain the following capital ratios:

                                              Adequately        Well
                                              Capitalized   Capitalized
                                              -----------   -----------
	Total risk-based capital ratio             8.0%           10.0%
	Tier 1 risk-based capital ratio            4.0%            6.0%
	Tier 1 leverage ratio                      4.0%            5.0%

     The Company's and the Bank's actual capital amounts and ratios are
presented in the following table:
                                              Minimum Regulatory Capital
                                                 Guidelines for Banks
                                             ----------------------------
                                              Adequately        Well
(Dollars in thousands)            Actual      Capitalized    Capitalized
                              -------------  -------------  -------------
                              Amount  Ratio  Amount  Ratio  Amount  Ratio
As of December 31, 2001:
Total capital-risk-based
(to risk-weighted assets):
   Bank                      $14,495  11.8%  $9,822 >= 8%  $12,278 >= 10%
   Consolidated               15,352  12.5%   9,844 >= 8%     N/A  >= N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                      $12,960  10.6%  $4,911 >= 4%  $ 7,367 >= 6%
   Consolidated               13,814  11.2%   4,922 >= 4%     N/A  >= N/A

Tier 1 capital-leverage
(to average assets):
   Bank                      $12,960   9.1%  $5,709 >= 4%  $ 7,136 >= 5%
   Consolidated               13,814   9.7%   5,725 >= 4%     N/A  >= N/A

                                               Minimum Regulatory Capital
                                                 Guidelines for Banks
                                             ----------------------------
                                              Adequately        Well
(Dollars in thousands)            Actual      Capitalized    Capitalized
                              -------------  -------------  -------------
                              Amount  Ratio  Amount  Ratio  Amount  Ratio
As of December 31, 2000:
Total capital-risk-based
(to risk-weighted assets):
   Bank                      $13,030  13.0%  $8,028 >= 8% $10,035 >= 10%
   Consolidated               13,838  13.7%   8,063 >= 8%    N/A  >= N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                      $11,776  11.7%  $4,014 >= 4% $ 6,021 >= 6%
   Consolidated               12,578  12.5%   4,032 >= 4%    N/A  >= N/A

Tier 1 capital-leverage
(to average assets):
   Bank                      $11,776   9.9%  $4,754 >= 4% $ 5,943 >= 5%
   Consolidated               12,578  10.5%   4,789 >= 4%    N/A  >= N/A


NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of a financial instrument is the current amount that
would be exchanged between willing parties, other than in a forced
liquidation.  Fair value is best determined based upon quoted market prices.
However, in many instances, there are no quoted market prices for the
Company's various financial instruments.  In cases where quoted market prices
are not available, fair values are based on estimates using present value or
other valuation techniques.  Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows.  Accordingly, the fair value estimates may not be realized in an
immediate settlement of the instrument.  SFAS No. 107, "Disclosure about Fair
Values of Financial Instruments", excludes certain financial instruments and
all nonfinancial instruments from its disclosure requirements.  Accordingly,
the aggregate fair value amounts presented may not necessarily represent the
underlying fair value of the Company.

	The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed herein:

     CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD.  The carrying amounts of
cash and due from banks and federal funds sold approximate their fair value.

     AVAILABLE-FOR-SALE SECURITIES.  Fair values for securities are based on
quoted market prices.  Fair value for FRB stock and FHLB stock approximate
their carrying values based on their redemption provisions.

     LOANS.  The fair values of the Company's loans and lease financing have
been estimated using two methods:  (1) the carrying amounts of short-term and
variable rate loans approximate fair values excluding certain credit card
loans which are tied to an index floor; and (2) for all other loans, the
discounting of projected future cash flows.  When using the discounting
method, loans are pooled in homogeneous groups with similar terms and
conditions and discounted at a target rate at which similar loans would be
made to borrowers at year end.  In addition, when computing the estimated fair
values for all loans, the allowance for loan losses is subtracted from the
calculated fair values for consideration of credit issues.

     ACCRUED INTEREST RECEIVABLE.  The carrying amount of accrued interest
receivable approximates the fair value.

     DEPOSITS.  The carrying amounts of demand deposits and savings deposits
approximate their fair values.  The methodologies used to estimate the fair
values of all other deposits are similar to the two methods used to estimate
the fair values of loans.  Deposits are pooled in homogeneous groups and the
future cash flows of these groups are discounted using current market rates
offered for similar products at year end.

     FHLB BORROWINGS.  The fair value of FHLB borrowings are estimated by
discounting future cash flows using current market rates for similar types of
borrowing arrangements.

     ACCRUED INTEREST PAYABLE.  The carrying amount of accrued interest
payable approximates the fair value.

     OFF-BALANCE SHEET INSTRUMENTS.  Fair values of the Company's off-balance
sheet financial instruments are based on fees charged to enter into similar
agreements.  However, commitments to extend credit and standby letters of
credit do not represent a significant value to the Company until such
commitments are funded.  The Company has determined that these instruments do
not have a distinguishable fair value and no fair value has been assigned.

	The following table presents the carrying amounts and fair values
of the specified assets and liabilities held by the Company at December 31,
2001 and 2000.  The information presented is based on pertinent information
available to management as of December 31, 2001 and 2000.  Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued since that
time, and the current estimated fair value of these financial instruments may
have changed since that point in time.

                                December 31,2001         December 31, 2000
                             -----------------------  -----------------------
                               Carrying   Estimated     Carrying    Estimated
                                Amount    Fair Value     Amount     Fair Value
                               --------   ----------    --------    ----------
Financial assets:
 Cash and due from banks   $  6,223,676 $  6,223,676  $  8,493,734 $  8,493,734
 Federal funds sold             356,202      356,202     8,622,079    8,622,079
 Securities
   available-for-sale         7,135,162    7,135,162    11,636,063   11,636,063
 Loans, net                 134,335,739  135,875,000   107,118,466  106,482,166
 Accrued interest
   receivable                 1,062,976    1,062,976     1,261,549    1,261,549

Financial liabilities:
 Deposits                  $132,713,057 $131,950,000  $125,893,795 $126,730,427
 FHLB borrowings              6,000,000    5,680,000     2,000,000    2,000,000
 Accrued interest payable       470,640      470,640       423,259      423,259


NOTE 18 - DIVIDENDS

	The primary source of funds available to the Company to pay shareholder
dividends and other expenses is from the Bank.  Bank regulatory authorities
impose restrictions on the amounts of dividends that may be declared by the
Bank.  Further restrictions could result from a review by regulatory
authorities of the Bank's capital adequacy.  During the calendar years 2001
and 2000, dividends paid to shareholders amounted to $488,250 and $414,000,
respectively.


NOTE 19 - PARENT COMPANY FINANCIAL INFORMATION

	This information should be read in conjunction with the other notes to
the consolidated financial statements.

                        Parent Company Balance Sheets
                        -----------------------------

                                                          December 31,
                                                ---------------------------
Assets:                                              2001           2000
------                                               ----           ----
Cash                                            $    503,613   $    496,389
Investment in Bank                                13,035,006     11,777,913
Other investments                                    240,000        240,000
Other assets                                         253,694        202,796
                                                ------------   ------------
   Total Assets                                 $ 14,032,313   $ 12,717,098
                                                ============   ============

Liabilities and Shareholders' Equity:
------------------------------------

Accounts payable                                $    143,199   $    136,850
                                                ------------   ------------
   Total Liabilities                            $    143,199   $    136,850
                                                ------------   ------------

Common stock                                    $  1,395,000   $  1,395,000
Paid-in-capital                                    8,200,908      8,112,061
Retained earnings                                  4,265,111      3,071,334
Accumulated other comprehensive income                28,095          1,853
                                                ------------   ------------
   Total Shareholders' equity                   $ 13,889,114   $ 12,580,248
                                                ------------   ------------
   Total Liabilities and Shareholders' equity   $ 14,032,313   $ 12,717,098
                                                ============   ============


                    Parent Company Statements of Income
                    -----------------------------------

                                          For the Years Ended December 31,
                                      ----------------------------------------
Revenues:                                 2001          2000           1999
--------                                  ----          ----           ----
Interest income                       $    21,537   $    25,923   $    29,069
Dividend income                           488,250       414,000        -  -
                                      -----------   -----------   -----------
   Total revenues                     $   509,787   $   439,923   $    29,069
                                      -----------   -----------   -----------

Expenses:
--------
Depreciation and amortization         $    -  -     $    -  -     $     4,725
Operating expenses                         71,193        65,986        55,875
                                      -----------   -----------   -----------
   Total expenses                     $    71,193   $    65,986   $    60,600
                                      -----------   -----------   -----------

Income before equity in undistributed
  earnings of Bank                    $   438,594   $   373,937   $   (31,531)
Income tax (expense) benefit               12,580        43,320        -  -
Equity in undistributed earnings
  of Bank                               1,230,853     1,101,311     1,254,073
                                      -----------    ----------   -----------

Net income                            $ 1,682,027   $ 1,518,568   $ 1,222,542
                                      ===========   ===========   ===========


                  Parent Company Statements of Cash Flows
                  ---------------------------------------

                                          For the Years Ended December 31,
                                      ----------------------------------------
Cash flows from operating activities:      2001          2000         1999
------------------------------------       ----          ----         ----
Net income                            $  1,682,027  $  1,518,568  $  1,222,542
Adjustments to reconcile net income
 to net cash provided by operating
 activities:
   Equity in undistributed
   earnings of the Bank                 (1,230,853)   (1,101,311)   (1,254,073)
   Depreciation and amortization            -  -          -  -           4,725
  (Increase) in other asset                (50,896)      (64,002)      (98,700)
  Increase in payables                       6,349        60,577        46,990
                                      ------------  ------------  ------------
Net cash provided
 by operating activities              $    406,627  $    413,832  $    (78,516)
                                      ------------  ------------  ------------

Cash flows from investing activities:
------------------------------------
 Investment in equity security        $     -  -    $   (240,000) $     -  -
 Dividends paid                           (488,250)     (414,000)       -  -
                                      ------------  ------------  ------------
Net cash used by financing activities $   (488,250) $   (654,000) $     -  -
                                      ------------  ------------  ------------

Cash flows from financing activities:
------------------------------------
 Exercise of options                  $     -  -    $     75,000  $     -  -
 Options, restricted stock                  88,847        49,100        47,700
                                      ------------  ------------  ------------
Net cash provided
 by financing activities              $     88,847  $    124,100  $     47,700
                                      ------------  ------------  ------------

Net increase in cash
 and cash equivalents                 $      7,224  $   (116,068) $    (30,816)
Cash and cash equivalents,
 beginning of the year                     496,389       612,457       643,273
                                      ------------  ------------  ------------
Cash and cash equivalents,
 end of year                          $    503,613  $    496,389  $    612,457
                                      ============  ============  ============