U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

                  For the quarterly period ended March 31, 2002

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

             For the transition period from __________ to __________

                        Commission file number 33-94050

                             VOLUNTEER BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

                Tennessee                                       62-1271025
      (State of other jurisdiction of                         (IRS Employer
       incorporation or organization)                       Identification No.)

               210 East Main Street, Rogersville, Tennessee 37879
                    (Address of principal executive offices)

                                 (423) 272-2200
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  12, 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: 539,027 as of May 13, 2002.

     Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]

<PAGE>

                             VOLUNTEER BANCORP, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                 Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<S>               <C> <C>      <C>                                                                      <C>
                  Condensed Consolidated Balance Sheets March
                  31, 2002 and 2001 (Unaudited)                                                         3

                  Condensed Consolidated Statements of Earnings For The Three
                  Months Ended March 31, 2002 and 2001  (Unaudited)                                     4

                  Condensed Consolidated Statements of Cash Flows
                  For The Three Months Ended March 31, 2002 and 2001 (Unaudited)                        5

                  Condensed Consolidated Statements of Comprehensive Income For The
                  Three Months Ended March 31, 2002 and 2001 (Unaudited)                                6

                  Notes to Unaudited Condensed Consolidated Financial Statements
                  Three Months Ended March 31, 2002 and 2001                                            7

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                                        12

PART II.          OTHER INFORMATION

                  Item 1.     Legal Proceedings                                                        19

                  Item 2.     Changes in Securities                                                    19

                  Item 3.     Defaults upon Senior Securities                                          19

                  Item 4.     Submission of Matters to a Vote of Securities Holders                    19

                  Item 5.     Other Information                                                        19

                  Item 6.     Exhibits and Reports on Form 8-K                                         19

Signatures                                                                                             20
</TABLE>




                                        1
<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1.           Financial Statements

INDEPENDENT AUDITOR'S REVIEW REPORT


To the Board of Directors
Volunteer Bancorp, Inc.
Rogersville, Tennessee

We have  reviewed the  accompanying  condensed  consolidated  balance  sheets of
Volunteer  Bancorp,  Inc. and  subsidiary as of March 31, 2002 and 2001, and the
related condensed  consolidated  statements of earnings,  condensed consolidated
statements of cash flows, and condensed consolidated statements of comprehensive
income for the three  months  then  ended,  in  accordance  with  Statements  on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  condensed
consolidated  financial  statements is the  representation  of the management of
Volunteer Bancorp, Inc.


A review of interim  financial  statements  consists  primarily  of inquiries of
company  personnel and analytical  procedures  applied to financial  data. It is
substantially  less in scope than an audit in accordance with generally accepted
accounting  standards,  the  objective of which is the  expression of an opinion
regarding  the condensed  consolidated  financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.






May 15, 2002






                                        2
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

                      Condensed Consolidated Balance Sheets

                             March 31, 2002 and 2001

                   (Unaudited- See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                    ASSETS                                              2002                 2001
                                    ------                                              ----                 ----
<S>                                                                             <C>                  <C>
Cash and due from banks                                                         $          2,932,724 $          3,520,499
Federal funds sold                                                                         5,850,000            4,837,700
                                                                                -------------------- --------------------
   Total cash and cash equivalents                                                         8,782,724            8,358,199
Investment securities available for sale (amortized cost of
    $28,038,407 and $29,288,264, respectively)                                            27,737,118           29,351,082
Investment securities held to maturity (estimated market
    value of $617,255 and $1,756,688)                                                        622,683            1,754,204
Loans, less allowances for loan losses of $915,601 and
   $994,565, respectively                                                                 69,732,825           73,473,694
Accrued interest receivable                                                                  890,562            1,095,352
Premises and equipment, net                                                                3,815,994            4,004,126
Deferred income taxes                                                                        223,518              115,974
Other real estate                                                                          1,177,589              905,382
Goodwill                                                                                     131,259              144,671
Other assets                                                                                 280,714              220,992
                                                                                -------------------- --------------------
Total assets                                                                    $        113,394,986 $        119,423,676
                                                                                ==================== ====================

                         LIABILITIES AND STOCKHOLDERS' EQUITY


Deposits:
   Non-interest bearing                                                         $         12,023,699 $         11,701,570
   Interest bearing                                                                       91,517,672           97,681,441
                                                                                -------------------- --------------------
          Total deposits                                                                 103,541,371          109,383,011
Note payable (Note 3)                                                                      1,810,000            2,170,000
Interest payable                                                                             574,066              900,070
Securities sold under repurchase agreements                                                1,210,822              996,354
Other accrued taxes, expenses and liabilities                                                200,164              263,348
                                                                                -------------------- --------------------
   Total liabilities                                                                     107,336,423          113,712,783
                                                                                -------------------- --------------------

Stockholders' equity:
 Common stock, $0.01 par value, 1,000,000 shares
  authorized, 539,027 shares issued and outstanding                                            5,390                5,390
 Additional paid-in capital                                                                1,916,500            1,916,500
 Retained earnings                                                                         4,323,472            3,750,056
 Accumulated other comprehensive income                                                    (186,799)               38,947
                                                                                -------------------- --------------------
   Total stockholders' equity                                                              6,058,563            5,710,893
                                                                                -------------------- --------------------
   Total liabilities and stockholders' equity                                   $        113,394,986 $        119,423,676
                                                                                ==================== ====================
</TABLE>

     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                        3
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

                  Condensed Consolidated Statements of Earnings

               For The Three Months Ended March 31, 2002 and 2001

                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                        2002                 2001
                                                                                        ----                 ----
Interest Income:
<S>                                                                             <C>                  <C>
     Interest and fees on loans                                                 $          1,485,562 $          1,855,561
     Interest on federal funds                                                                22,102              100,813
     Interest on investment securities:
          Taxable                                                                            278,311              406,959
          Exempt from Federal income taxes                                                    43,537               30,358
                                                                                -------------------- --------------------
    Total interest income                                                                  1,829,512            2,393,691
                                                                                -------------------- --------------------
Interest Expense:
     Interest on deposits                                                                    690,024            1,312,973
     Other borrowed funds                                                                     31,594               58,742
                                                                                -------------------- --------------------
              Total interest expense                                                         721,618            1,371,715
                                                                                -------------------- --------------------
Net interest income                                                                        1,107,894            1,021,976
Provision for possible loan losses                                                            90,000               75,000
                                                                                -------------------- --------------------
Net interest income after provision for possible loan losses                               1,017,894              946,976
                                                                                -------------------- --------------------
Non-interest income:
     Service charges on deposits                                                              38,985               51,936
     Other service charges and fees                                                            7,476               14,293
     Securities gains                                                                         34,242                7,927
     Other non-interest income                                                                24,775               17,983
                                                                                -------------------- --------------------
               Total non-interest income                                                     105,478               92,139
                                                                                -------------------- --------------------
Non-interest expense:
     Salaries and employee benefits                                                          439,087              447,273
     Occupancy expense                                                                        69,963               70,202
     Furniture and equipment expense                                                         101,854               81,585
     Other non-interest expense                                                              283,271              203,624
                                                                                -------------------- --------------------
                Total non-interest expense                                                   894,175              802,684
                                                                                -------------------- --------------------
  Income before income taxes                                                                 229,197              236,431
     Income tax expense                                                                       76,340               84,234
                                                                                -------------------- --------------------
                Net income                                                      $            152,857  $           152,197
                                                                                ==================== ====================
Income per common share                                                         $               0.28 $               0.28
                                                                                ==================== ====================
Common shares outstanding                                                                    539,027              539,027
                                                                                ==================== ====================
</TABLE>



     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows

               For The Three Months Ended March 31, 2002 and 2001

                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                2002                   2001
                                                                                                ----                   ----
Cash Flows from Operating Activities:
<S>                                                                                 <C>                    <C>
   Net income                                                                       $             152,857  $             152,197
Adjustments to reconcile net income
   to net cash provided by operating activities:
      Deferred income taxes                                                                        (3,127)                12,915
      Provision for possible loan losses                                                           90,000                 75,000
      Provision for depreciation and amortization                                                  54,679                 60,707
      FHLB stock dividends                                                                         (3,900)                (5,900)
      (Gain) on securities                                                                        (34,242)                (7,927)
      Decrease in interest receivable                                                             175,917                117,967
      (Increase) other assets                                                                     (44,711)              (363,850)
      (Decrease) in other liabilities                                                            (152,583)              (100,641)
                                                                                    ---------------------  ---------------------
   Net cash provided (used) by operating activities                                               234,890                (59,532)
                                                                                    ---------------------  ---------------------
Cash Flows from Investing Activities:
       Proceeds from calls and maturity of held to maturity securities                              4,176                 17,485
       Purchase of investment securities held to maturity                                               -               (705,141)
       Purchase of investment securities available for sale                                    (5,969,841)           (11,165,713)
       Proceeds from calls and maturity of investments available for
           sale                                                                                 1,000,000              2,200,000
      Proceeds from sale of investments available for sale                                      2,960,272              5,557,623
      Net decrease (increase) in loans                                                          2,335,331               (509,774)
      Capital expenditures                                                                         (4,315)                (8,318)
                                                                                    ---------------------  ---------------------
   Net cash provided (used) in investing activities                                               325,623             (4,613,838)
                                                                                    ---------------------  ---------------------
Cash Flows from Financing Activities:
      Net increase in demand deposits, NOW accounts, IRA and
        savings accounts                                                                        3,557,616              2,962,335
      Net (decrease) increase in certificates of deposit                                       (3,925,900)               412,990
      Repayment of note payable                                                                  (360,000)              (325,000)
      Net increase (decrease) in securities sold under repurchase
        agreements                                                                                101,219                (56,159)
      Dividends paid                                                                              (53,903)               (75,464)
                                                                                    ---------------------  ---------------------
   Net cash (used) provided by financing activities                                              (680,968)             2,918,702
                                                                                    ---------------------  ---------------------
   (Decrease) in cash and cash equivalents                                                       (120,455)            (1,754,668)
Cash and cash equivalents beginning of period                                                   8,903,179             10,112,867
                                                                                    ---------------------  ---------------------
Cash and cash equivalents end of period                                             $           8,782,724              8,358,199
                                                                                    =====================  =====================
Supplemental Disclosure of Cash Flow Information:

      Provision for possible loan losses                                                           90,000                 75,000

   Cash paid during the period for:
      Interest                                                                      $           1,041,899  $           1,611,678
                                                                                    =====================  =====================
      Income taxes                                                                  $              31,776  $              73,254
                                                                                    =====================  =====================
</TABLE>

     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                        5
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

            Condensed Consolidated Statements of Comprehensive Income

               For The Three Months Ended March 31, 2002 and 2001

                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                            2002                 2001
                                                                                            ----                 ----
<S>                                                                                 <C>                   <C>
Net income                                                                          $            152,857  $           152,197
                                                                                    --------------------  -------------------

Other  comprehensive  (loss)  income,  before  tax:  Unrealized  (loss)  gain on
   securities available for sale:
     Unrealized holding (losses) gains arising during the period                               (311,757)              514,423
     Less: reclassification adjustment for (gains)
          included in net income                                                                (34,242)              (7,927)
                                                                                    --------------------  -------------------
   Other comprehensive (loss) income                                                           (277,515)              506,496
Income taxes related to other comprehensive (loss) income                                      (105,456)              192,469
                                                                                    --------------------  -------------------
                                                                                               (172,059)              314,027
                                                                                    --------------------  -------------------
Total comprehensive (loss) income                                                   $           (19,202)  $           466,224
                                                                                    ====================  ===================
</TABLE>






     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                        6
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                   Three Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


1.   Management Opinion

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated   financial   statements  of  Volunteer  Bancorp,   Inc.  (the
     "Company")  contain all adjustments,  consisting of only normal,  recurring
     adjustments,  necessary  to fairly  present the  financial  results for the
     interim periods presented. The results of operations for any interim period
     is not  necessarily  indicative of the results to be expected for an entire
     year. These interim financial statements should be read in conjunction with
     the annual financial statements and notes thereto.

2.   Adoption of Recently Issued  Statements of Financial  Accounting  Standards
     (SFAS)

     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities",  as amended by SFAS No. 137, is effective for fiscal  quarters
     beginning  after June 15,  2000  unless  adopted  earlier.  This  Statement
     establishes accounting and reporting standards for derivative  instruments,
     including  certain  derivative  instruments  embedded  in other  contracts,
     (collectively  referred to as derivatives) and for hedging  activities.  It
     requires  that an entity  recognize  all  derivatives  as either  assets or
     liabilities  in the  statement  of  financial  position  and measure  those
     instruments at fair value. If certain  conditions are met, a derivative may
     be specifically designated as (a) a hedge of the exposure to changes in the
     fair value of a  recognized  asset or  liability  or an  unrecognized  firm
     commitment,  (b) a hedge  of the  exposure  to  variable  cash  flows  of a
     forecasted transaction,  or (c) a hedge of the foreign currency exposure of
     a net investment in a foreign  operation,  an unrecognized firm commitment,
     an   available-for-sale   security,   or   a   foreign-currency-denominated
     forecasted  transaction.  Adoption by the Company did not have any material
     impact upon financial position or results of operations.

     On January 1, 2002, the Company adopted  Statement of Financial  Accounting
     Standard No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
     Assets".  SFAS No.  144  supersedes  SFAS  No.  121 and  provides  a single
     accounting  model  for  long-lived  assets  to  be  disposed  of.  Although
     retaining many of the fundamental recognition and measurement provisions of
     SFAS No. 121, the new rules  significantly  change the criteria  that would
     have to be met to  classify  an asset as  held-for-sale.  SFAS No. 144 also
     supersedes the provisions of Accounting  Principles  Board (APB) Opinion 30
     with  regard to  reporting  the  effects  of a  disposal  of a segment of a
     business and requires  expected future operating  losses from  discontinued
     operations to be displayed in  discontinued  operations in the period(s) in
     which the losses are incurred  (rather than as of the  measurement  date as
     presently required by APB Opinion 30). In addition,  more dispositions will
     qualify for discontinued operations treatment in the income statement.  The
     adoption  of SFAS No. 144 did not have a material  impact on the  Company's
     financial conditions or results of operations.

     SFAS No. 140,  "Accounting for Transfers and Servicing of Financial  Assets
     and  Extinguishment  of  Liabilities",   is  effective  for  transfers  and
     servicing of financial assets and  extinguishment of liabilities  occurring
     after March 31,  2001.  This  Statement is effective  for  recognition  and
     reclassification   of   collateral   and  for   disclosures   relating   to
     securitization

                                        7
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                   Three Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------



     transactions  and  collateral  for fiscal years  ending after  December 15,
     2000. This statement  replaces SFAS No. 125,  "Accounting for Transfers and
     Servicing  of  Financial  Assets and  Extinguisments  of  Liabilities".  It
     revises  the  standards  for  accounting  for   securitizations  and  other
     transfers  of  financial   assets  and  collateral  and  requires   certain
     disclosures,  but it carries over most of SFAS No. 125's provisions without
     reconsideration. This Statement provides accounting and reporting standards
     for  transfers  and  servicing of financial  assets and  extinguishment  of
     liabilities.  Those  standards  are based on  consistent  application  of a
     financial-components  approach that focuses on control. Under the approach,
     after a transfer of financial  assets,  an entity  recognizes the financial
     and  servicing  assets it controls  and the  liabilities  it has  incurred,
     derecognizes  financial  assets  when  control  has been  surrendered,  and
     derecognizes   liabilities  when  extinguished.   This  Statement  provides
     consistent standards for distinguishing  transfers of financial assets that
     are sales from transfers that are secured  borrowings.  The adoption of the
     provisions  of this  Statement  did not have any  material  impact upon the
     financial position or results of operation of the Company.

     SFAS No. 142,  "Goodwill  and Other  Intangible  Assets",  is effective for
     fiscal years beginning  after December 15, 2001.  This statement  addresses
     financial   accounting  and  reporting  for  acquired  goodwill  and  other
     intangible assets and supercedes APB Opinion No. 17,  "Intangible  Assets".
     It 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.
     This  Statement  also  addresses how goodwill and other  intangible  assets
     should be accounted  for after they have been  initially  recognized in the
     financial statements. Under this Statement,  goodwill and intangible assets
     that have indefinite  useful lives will not be amortized but rather will be
     tested at least annually for impairment. Intangible assets that have finite
     useful lives will  continue to be amortized  over their useful  lives,  but
     without the constraint of an arbitrary  ceiling.  This  Statement  provides
     specific guidance for testing goodwill for impairment.  The adoption of the
     provisions  of this  Statement  did not have any  material  impact upon the
     financial position or results of operation of the Company.

     The Company  adopted the  provisions of Statement 142 effective  January 1,
     2002. As of the date of adoption,  the Company had unamortized  goodwill in
     the amount of $131,259 and no unamortized  identifiable  intangible assets.
     As part of its  adoption of  Statement  142,  the  Company has  performed a
     transitional  impairment test on its goodwill assets,  which indicated that
     no impairment charge was required.  The Company does not currently have any
     other  indefinite-lived  intangible  assets  recorded in its  statement  of
     financial condition.  The full impact of adopting Statement 142 is expected
     to  result  in an  increase  in net  income  of  approximately  $17,883  or
     approximately  $0.03 per share in 2002 as a result of the Company no longer
     having to amortize goodwill against earnings. Assuming retroactive adoption
     of Statement  142, net income for the year ended  December 31, 2001 and the
     quarter  ended  March 31,  2001  would  have been  $644,542  and  $156,668,
     respectively,  and  earnings  per share would have been $1.19 and $0.29 for
     the same periods, respectively.


                                        8
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                   Three Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------



     The following table sets forth the reconcilement of net income and earnings
     per share excluding  goodwill  amortization for the year ended December 31,
     2001 and quarter ended March 31, 2001:
<TABLE>
<CAPTION>

                                                                 For the Year Ended                   For the Quarter Ended
                                                                 December 31, 2001                       March 31, 2001
                                                        ------------------------------------  -------------------------------------
                                                               Net             Earnings              Net              Earnings
                                                             Income            Per Share           Income             Per hare
Earnings per common share computation:
<S>                                                     <C>                <C>                                   <C>
  Net income/EPS as reported                            $         626,659  $            1.1   $         152,197  $              0.28
  Add back: Goodwill amortization                                  17,883              0.03               4,471                 0.01
                                                        -----------------  -----------------  -----------------  ------------------
    Adjusted net income /EPS                            $         644,542  $            1.1   $         156,668  $              0.29
                                                        =================  =================  =================  ==================
</TABLE>

3.   Note payable

     The  Company's  debt  consists  of a single  note  payable in the amount of
     $1,810,000 and $2,170,000 at March 31. 2002 and 2001, respectively,  due an
     unaffiliated  national  bank.  Currently,  the  interest  rate on the  note
     adjusts quarterly and is equal to the three-months London Interbank Offered
     Rate  (Three  Month  LIBOR)  plus  1.95% per annum or at the  option of the
     Company,  the rate on the note is equal to the lender's  index rate as such
     rate  changes  from time to time.  The  Company  may change  interest  rate
     options at any time with prior  notice to the  lender.  Interest is payable
     quarterly.  At March 31.  2002 the rate on the note was  3.87%  per  annum.
     Principal,  unless  accelerated,  is payable  annually  on  January  31, as
     follows:


               January 31,                     Principal Due
                  2003                     $              395,000
                  2004                                    435,000
                  2005                                    470,000
          2006 (Final Maturity)                           510,000
                                           ----------------------
                                           $            1,810,000
                                           ======================

     The Company owns 100% of the stock of Citizens Bank of East Tennessee,  all
     of which has been pledged to the lender to secure the note payable.


                                        9
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                   Three Months Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------




     The Company is in violation of certain loan  covenants with respect to this
     loan in that the ratio of  annualized  earnings to tangible  assets is less
     than the 0.75%  required and the ratio of  nonperforming  assets is greater
     than 2.5%. These violations have not been waived by the lender.

     Because of these  violations,  the lender may, at its option,  by notice to
     the Company declare the note in default. In such an event the Company would
     have ten days to remedy compliance with all loan covenants.  If the Company
     did not or could not comply  with all loan  covenants  within  such ten day
     period the note would be in default.  In such a case the lender may declare
     the note  immediately  due and payable and among  other  things  proceed to
     foreclose upon 100% of the stock of Citizens Bank of East  Tennessee  which
     is pledged as security for the note.

     The lender has been  notified  by the  Company of its  non-compliance  with
     certain  covenants of the note that could lead to the lender  declaring the
     note in default.  However,  the lender has not notified the Company that it
     is in default under the terms of the loan agreement.

     The Company is in discussions with the lender and anticipates the lender to
     first pursue  remedies  other than  foreclosure.  Accordingly,  the Company
     expects  that the note  will be  restructured  resulting  in,  among  other
     things, increasing the interest rate on the note and substantially reducing
     the  final  maturity  date on the  note.  In such a case,  there  can be no
     assurance  that the Company  could  satisfy the  restructured  debt without
     obtaining new financing from other lenders or funds from a stock  offering.
     Further,  there can be no  assurance  that a stock  offering by the Company
     would be successful or that new lenders would provide funds to the Company.

4.   Contingencies

     During the course of business,  the Company makes various  commitments  and
     incurs  certain  contingent  liabilities  that  are  not  presented  in the
     accompanying balance sheet. The commitments and contingent  liabilities may
     include various guarantees,  commitments to extend credit,  standby letters
     of credit,  and  litigation.  In the  opinion of  management,  no  material
     adverse effect on the financial position, liquidity or operating results of
     the Company and its subsidiary is anticipated as a result of these items.

5.   Certain Regulatory Matters

     As a result of certain  findings in the  Tennessee  Department of Financial
     Institution's  Report  of  Examination  dated  June 4,  2001,  the Board of
     Directors  of  the  Bank  entered  into  a  Memorandum   of   Understanding
     (Memorandum), dated August 16, 2001, with the Commissioner of the Tennessee
     Department of Financial  Institutions and the Memphis Regional  Director of
     the Federal Deposit Insurance Corporation. A Memorandum of Understanding is
     an informal  administrative tool for institutions that have some weaknesses
     that if not properly  addressed  and  corrected  could lead to  supervisory
     concern requiring formal administrative  action. The areas addressed in the
     Memorandum cover capital  adequacy,  laws and regulations,  data processing
     audit  and  review,   investment  policy  maturity   strategies,   adequate
     documentation of each of the foregoing but primarily credit administration.
     As a result,  the Board has  reviewed a number of the Bank's  policies  and
     procedures  including its loan policy and has incorporated  recommendations
     designed to  strengthen  credit  quality and the Bank's  review  procedures
     regarding  loan loss reserve  adequacy.  Management  of the Company and the
     Bank believe that the Bank is in substantial compliance with the provisions
     of the Memorandum.



                                       10
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                              FINANCIAL HIGHLIGHTS
                      As of And For The Three Months Ended
                             March 31, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                               2002               2001
                                                                                               ----               ----
<S>                                                                                      <C>                <C>
Net earnings                                                                             $         152,857  $         152,197
Per common share data:
     Net earnings per common share                                                                   $0.28              $0.28
     Book value                                                                                     $11.24             $10.59
Ratios:
     Return on average assets                                                                        0.54%              0.51%
     Return on average common equity                                                                10.03%             11.04%
     Net interest margin (taxable equivalent basis)                                                  4.31%              3.77%
     Expense ratio                                                                                   3.14%              2.71%
     Allowance for loan losses / loans                                                               1.29%              1.34%
     Non-performing loans / loans                                                                    3.72%              1.97%
     Non-performing assets / loans and foreclosed properties                                         5.30%              3.15%
     Shareholders' equity / total assets                                                             5.34%              4.78%
     Leverage ratio (tangible capital / tangible assets)                                             5.38%              4.65%
</TABLE>



                                       11
<PAGE>

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

As Of and for the Three Months Ended March 31, 2002 and 2001

The  following  provides a narrative  discussion  and  analysis  of  significant
changes in the  results of  operations  and  financial  condition  of  Volunteer
Bancorp,  Inc. (the  "Company").  This discussion  should be read in conjunction
with the consolidated  financial  statements and related financial  analysis set
forth in the Company's 2001 Annual Report,  the interim  unaudited  consolidated
financial  statements  and notes  for the three  months  ended  March 31,  2002,
included elsewhere herein, and the supplemental financial data included herein.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

This discussion contains certain  forward-looking  statements (as defined in the
Private Securities  Litigation Reform Act of 1995). Such statements are based on
management's   expectations  as  well  as  certain   assumptions  made  by,  and
information  available to, management.  Specifically,  this discussion  contains
forward-looking statements with respect to the following items:

     -    effects of projected changes in interest rates,

     -    effects of changes in the securities markets,

     -    effects of changes in general economic conditions,

     -    the  adequacy  of the  allowance  for losses on loans and the level of
          future provisions for losses on loans, and

     -    business  plans for the year 2002 and  beyond  including  underwriting
          criteria.

When used in this  discussion,  the  words  "anticipate,"  "project,"  "expect,"
"believe,"   "should"   and  similar   expressions   are  intended  to  identify
forward-looking statements.

These  forward-looking  statements  involve  significant risks and uncertainties
including changes in general economic and financial market  conditions,  changes
in banking  laws and  regulations,  and the  Company's  ability  to execute  its
business plans. Although the Company believes that the expectations reflected in
the  forward-looking  statements  are  reasonable,  actual  results could differ
materially.

SUMMARY

The Company reported net income for the first quarter of $152,857,  or $0.28 per
common share, compared to net income of $152,197, or $0.28 for the same period a
year ago. Our returns on average assets and average common equity were 0.54% and
10.03%, respectively,  for the quarter compared to 0.51% and 11.04% for the same
period last year.



                                       12
<PAGE>

FINANCIAL CONDITION

Earning Assets. Average earning assets for the three months ended March 31, 2002
totaled  $104,920,000  which represents 92.23% of average total assets.  Earning
assets totaled  $103,943,000  at March 31, 2002.  Average earning assets for the
three months ended March 31, 2001 totaled $110,110,000,  which represents 92.81%
of average total assets. Earning assets totaled $109,417,000 at March 31, 2001.

Loan Portfolio. The Company's average loans for the three months ended March 31,
2002  were  $71,626,000  and for the three  months  ended  March  31,  2001 were
$74,052,000. The balance in total loans at March 31, 2002 was $70,648,000 and at
March 31, 2001 was $74,389,000.

Investment  Portfolio.  The Company's  investment  securities portfolio averaged
$27,469,000  for the three months ended March 31, 2002 and  $28,589,000  for the
three month ended March 31, 2001. The portfolio totaled $28,360,000 at March 31,
2002 and $31,105,000 at March 31, 2001.

The Company maintains an investment  strategy of seeking portfolio yields within
acceptable risk levels,  as well as providing  liquidity.  The Company maintains
two classifications of investment securities:  "Available for Sale" and "Held to
Maturity."  The Available for Sale  securities are carried at fair market value,
whereas the Held to Maturity  securities are carried at amortized cost. At March
31, 2002 there was a net unrealized loss in the Available for Sale securities of
$301,000 and there was a net unrealized gain of $63,000 at March 31, 2001.

Deposits.  The Company's average deposits were $103,589,000 for the three months
ended March 31, 2002. This included  average  non-interest  bearing  deposits of
$11,807,000,  average  certificates of deposit of  $65,876,000,  average savings
deposits of $6,725,000  and average  interest  bearing  transaction  accounts of
$19,181,000.

The  Company's  average  deposits for the three months ended March 31, 2001 were
$108,474,000.   This  included   average   non-interest   bearing   deposits  of
$11,003,000,  average  certificates of deposit of  $68,498,000,  average savings
deposits of $4,881,000  and average  interest  bearing  transaction  accounts of
$24,092,000.

Deposits at March 31, 2002  totaled  $103,541,000  and totaled  $109,383,000  at
March 31, 2001.

Securities sold under repurchase  agreements.  The Company's  average balance of
securities sold under repurchase agreements for the three months ended March 31,
2002 was  $1,161,000  and the average was  $999,000  for the three  months ended
March 31, 2001. The total  outstanding  under these agreements at March 31, 2002
was $1,211,000 and the total outstanding at March 31, 2001 was $996,000.

Note Payable.  The Company's  note payable  consists of a single note payable in
the amount of $1,810,000 due an unaffiliated national bank. The interest rate on
the note adjusts  quarterly and is equal to the  three-months  London  Interbank
Offered Rate (Three Month

                                       13
<PAGE>

LIBOR) plus 1.95% per annum or at the option of the Company the rate on the note
is equal to the lender's  index rate as such rate changes from time to time. The
Company may change  interest  rate  options at any time with prior notice to the
lender.  Interest is payable  quarterly.  At March 31, 2002 the rate on the note
was 3.87% per annum.  Principal is payable annually  commencing January 31, 1996
and each  January 31  thereafter.  Interest  expense for the three  months ended
March 31,  2002  totaled  $19,000.  The loan is  secured  by all of the stock of
Citizens  Bank of  East  Tennessee  owned  by the  Company.  The  Company  is in
violation of certain loan  covenants with respect to this loan in that the ratio
of annualized earnings to tangible assets is less than required and the ratio of
nonperforming assets is greater than 2.5%. These violations have not been waived
by the lender.

Because of these  violations,  the lender may,  at its option,  by notice to the
Company declare the note in default. In such an event the Company would have ten
days to remedy  compliance  with all loan  covenants.  If the Company did not or
could not comply  with all loan  covenants  within  such ten day period the note
would be in default.  In such a case the lender may declare the note immediately
due and payable and among other  things  proceed to  foreclose  upon 100% of the
stock of Citizens  Bank of East  Tennessee  which is pledged as security for the
note.

The lender has been notified by the Company of its  non-compliance  with certain
covenants  of the note  that  could  lead to the  lender  declaring  the note in
default.  However, the lender has not notified the Company that it is in default
under the terms of the loan agreement.

The  Company is in  discussions  with the lender and  anticipates  the lender to
first pursue remedies other than foreclosure.  Accordingly,  the Company expects
that the note will be restructured resulting in, among other things,  increasing
the interest rate on the note and substantially reducing the final maturity date
on the note.  In such a case,  there can be no assurance  that the Company could
satisfy the restructured debt without obtaining new financing from other lenders
or funds from a stock offering.  Further, there can be no assurance that a stock
offering by the Company  would be  successful  or that new lenders would provide
funds to the Company.

Capital Resources. Shareholder's equity totaled $6,058,000 as of March 31, 2002.
This included $5,000 of common stock,  $1,917,000 of additional paid-in capital,
$4,323,000  of retained  earnings and  accumulated  other  comprehensive  income
consisting  of an  unrealized  loss on  Securities  Available  for Sale,  net of
deferred taxes, of $187,000.

BALANCE SHEET MANAGEMENT

Liquidity  Management.  Liquidity is the ability of a company to convert  assets
into cash without significant loss and to raise funds by increasing liabilities.
Liquidity  management  involves  having the ability to meet day-to-day cash flow
requirements of its customers,  whether they are depositors  wishing to withdraw
funds or borrowers requiring funds to meet their credit needs.

The  primary  function  of  asset/liability  management  is not  only to  assure
adequate  liquidity  in order for the Company to meet the needs of its  customer
base, but to maintain an appropriate balance between  interest-sensitive  assets
and interest-sensitive liabilities so that the Company can profitably deploy its
assets.  Both assets and liabilities are considered sources of liquidity funding
and both are, therefore, monitored on a daily basis.

The asset  portion of the balance sheet  provides  liquidity  primarily  through
investments in federal funds and maturities of investment securities. Additional
sources of  liquidity  are loan  repayments  and possible  prepayments  from the
mortgage backed  securities in the investment  portfolio.  At March 31, 2002 and
2001, the Company had investments in federal funds of $5,850,000 and $4,838,000,
respectively.

The liability  portion of the balance sheet provides  liquidity  through various
interest bearing and non-interest  bearing deposit accounts.  Additional sources
of liquidity are Federal Home Loan Bank Advances,  federal funds purchased,  and
securities sold under repurchase  agreements.  The Company has an agreement with
the Federal  Home Loan Bank  whereby  the Company may  borrower up to an amount,
$6,000,000  at March 31, 2002,  established  by the Federal Home Loan Bank.  The
Company  is  required  to  maintain  eligible  collateral,  consisting  of first
mortgages on one-to-four residential properties, representing 150 percent of the
current outstanding balance of all advances.  There were no advances outstanding
at March 31, 2002 and 2001.  At March 31, 2002,  the Company had  $2,500,000  of
federal funds purchase lines available at three correspondent  banks. There were
no  federal  funds  purchased  at March  31,  2002 and  2001.  The  Company  has
agreements with customers, who must meet certain

                                       14
<PAGE>

criteria  established  by the  Company,  whereby the Company  sells the customer
investment  securities  under  agreements  to  repurchase  the  securities.  The
securities underlying the agreements are maintained under the Company's control.
The  outstanding  balance under these  agreements was $1,211,000 and $996,000 at
March 31, 2002 and 2001, respectively.

Additional  capital  funds  or  long-term  debt  are  anticipated  to be  deemed
necessary  during the next  twelve to  eighteen  months.  The  additional  funds
required  approximately  $1,810,000  or the  amount  necessary  to  replace  the
Company's  current  note  payable.  If the  Company  is able to obtain  new debt
funding,  the Company  anticipates  that the terms would be less  favorable than
those that exist under the Company's current note payable. There is no assurance
that  additional  capital funds or other  long-term  debt can be obtained  under
current market conditions.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
2001

Net  Interest  Income.  Net  interest  income is the  principal  component  of a
financial institution's income stream and represents the spread between interest
and fee income  generated from earning assets and the interest  expense incurred
on interest bearing deposits and other borrowed funds. The following  discussion
is based on a fully taxable equivalent basis.

Net  interest  income  for  the  three  months  ended  March  31,  2002  totaled
$1,108,000.  This was a result of interest  income of  $1,830,000  and  interest
expense  of  $722,000.  Interest  and fee  income on loans  totaled  $1,486,000,
interest  income on the  investment  portfolio  totaled  $322,000,  and interest
income on federal funds sold totaled $22,000. Interest expense included $598,000
on certificates of deposit,  $64,000 on interest bearing  transaction  accounts,
$29,000  on  savings  accounts,  $12,000 on  securities  sold  under  repurchase
agreements, and $19,000 on the note payable.

Net  interest  income  for  the  three  months  ended  March  31,  2001  totaled
$1,022,000.  This was a result of interest  income of  $2,394,000  and  interest
expense of  $1,372,000.  Interest  and fee income on loans  totaled  $1,856,000,
interest  income on the  investment  portfolio  totaled  $437,000,  and interest
income on  federal  funds  sold  totaled  $101,000.  Interest  expense  included
$1,042,000 on certificates of deposit,  $235,000 on interest bearing transaction
accounts,  $36,000  on  savings  accounts,  $15,000  on  securities  sold  under
repurchase agreements, and $44,000 on the note payable.

The trend in net interest income is commonly evaluated in terms of average rates
using the net  interest  margin and the interest  rate spread.  The net interest
margin,  or the net yield on earning  assets,  is  computed  by  dividing  fully
taxable  equivalent net interest income by average  earning  assets.  This ratio
represents  the difference  between the average yield on overage  earning assets
and the  average  rate  incurred  for all funds  used to support  those  earning
assets.

The net interest margin for the three months ended March 31, 2002 was 4.31%. The
net cost of funds, defined as interest expense divided by average earning assets
was 2.75% and the yield on earning  assets was 7.06% for the three  months ended
March 31, 2002. The net

                                       15
<PAGE>

interest  margin for the three  months  ended March 31, 2001 was 3.77%.  The net
cost of funds for the three  months ended March 31, 2001 was 4.99% and the yield
on earning  assets was 8.76%.  The  decrease in interest  rates during the first
three months of 2001 had a negative impact on the Company's net interest margin.

The interest rate spread  measures the  difference  between the average yield on
earning  assets and the average  rate  incurred on interest  bearing  sources of
funds.  The interest rate spread  eliminates the impact of non-interest  bearing
funds and gives a direct  perspective  on the  effect  of market  interest  rate
movements.  During recent years, the net interest rate margins and interest rate
spreads have been under intense pressure to maintain  historical  levels, due in
part to tax laws that discourage investment in tax-exempt securities and intense
competition for funds with non-bank  institutions.  The interest rate spread for
the three  months  ended March 31, 2002 was 4.02% and it was 3.37% for the three
months ended March 31, 2001.

Allowance for Possible Loan Losses.  Lending  officers are  responsible  for the
ongoing  review  and   administration  of  each  loan.  They  make  the  initial
identification  of loans that present some  difficulty  in  collection  or where
there is an indication that the probability of loss exists. Lending officers are
responsible for the collection effort on a delinquent loan. Senior management is
informed of the status of delinquent and problem loans on a weekly basis.

Senior management makes recommendations  monthly to the board of directors as to
charge- offs. Senior  management  reviews the allowance for possible loan losses
on a monthly basis. The Company's policy is to discontinue interest accrual when
payment of principal and interest is 90 days or more in arrears, unless there is
sufficient collateral to justify continued accrual.

The  allowance for possible  losses  represents  management's  assessment of the
risks  associated with extending credit and its evaluation of the quality of the
loan portfolio. Management analyzes the loan portfolio to determine the adequacy
of the  allowance  for  possible  loan  losses  and the  appropriate  provisions
required to maintain a level  considered  adequate  to absorb  anticipated  loan
losses.  The provision for possible loan losses was $90,000 for the three months
ended March 31, 2002.  In assessing  the adequacy of the  allowance,  management
reviews the size,  quality and risk of loans in the portfolio.  Management  also
considers  such  factors  as loan loss  experience,  the  amount of past due and
non-performing   loans,   specific   known  risk,   the  status  and  amount  of
non-performing assets,  underlying collateral values securing loans, current and
anticipated economic conditions and other factors which affect the allowance for
possible loan losses.

While it is the Company's  policy to charge off in the current  period the loans
in which a loss is considered  probable,  there are  additional  risks of future
losses that cannot be quantified  precisely or attributed to particular loans or
classes  of  loans.  Because  these  risks  include  the  state of the  economy,
management's  judgement  as to the  adequacy  of the  allowance  is  necessarily
approximate and imprecise.

The  allowance  for  loan  losses  at March  31,  2002  was  1.29% of loans  and
approximately  24%  of  non-performing  assets.  Management  believes  that  the
$908,000 at March 31, 2002 in the allowance for possible loan losses is adequate
to absorb known risks in the portfolio. No assurance can be given, however, that
adverse economic circumstances will not result in

                                       16
<PAGE>

increased  losses in the loan  portfolio,  and require  greater  provisions  for
possible loan losses in the future.

Non-Performing  Assets.  Non-performing assets include  non-performing loans and
foreclosed  real  estate  held for  sale.  Non-performing  loans  include  loans
classified  as  non-accrual  and  loans  past  due more  than 90 days and  still
accruing interest.  Non-performing assets at March 31, 2002 were $3,804,000,  or
5.30% of loans and  foreclosed  properties.  Non-performing  assets at March 31,
2002  consisted of  non-accrual  loans of  $622,000,  loans past due 90 days and
still accruing  interest of $2,005,000 and foreclosed real estate of $1,177,000.
Non- performing assets at March 31, 2001 were $2,375,000,  or 3.15% of loans and
foreclosed  assets.  Non-performing  assets  at  March  31,  2001  consisted  of
non-accrual loans of $485,000 loans past due 90 days and still accruing interest
of  $985,000  and   foreclosed   real  estate  of  $905,000.   The  increase  in
non-performing  assets is primarily  attributable  to commercial real estate and
real estate construction loans in which management does not anticipate incurring
material losses.  Senior  management has strengthened the underwriting  criteria
for real estate  construction  and  commercial  real estate  lending in order to
decrease  the risk  associated  with  these  types of  loans.  In  addition,  in
February,  2002, the Bank hired an experienced  senior credit officer to oversee
credit  administration,  including  policies and procedures,  underwriting,  and
credit analysis.

Non-Interest  Income.  Non-interest income consists of revenues generated from a
broad range of financial  services and activities  including  fee-based services
and securities gains and losses.  Total non-interest income was $105,000 for the
three months ended March 31, 2002. This included $39,000 from service charges on
deposit  accounts,  $7,000  from  other  service  charges  and fees,  $34,000 of
securities gains, and $25,000 of other non-interest income.

Total non-interest income for the three months ended March 31, 2001 was $92,000.
This included  $52,000 from service  charges on deposit  accounts,  $14,000 from
other service charges and fees, $8,000 of securities gains, and $18,000 of other
non-interest income.

The increase in total non-interest  income is mainly attributable to an increase
in securities gains.

Non-Interest Expense.  Non-interest expense for the three months ended March 31,
2002 was $894,000. This consisted of $439,000 of salaries and employee benefits,
$70,000 of occupancy expenses,  $102,000 of furniture and equipment expense, and
$283,000 of other non-interest  expenses.  Other  non-interest  expenses include
advertising, supplies and printing, telephone, postage, and legal and accounting
fees.  Non-interest  expenses for the first  quarter of 2002  increased  $91,489
compared to the first quarter of 2002 primarily for costs associated with losses
on other real estate owned and an increase in the FDIC assessment and compliance
costs.

Non-interest  expense for the three  months  ended March 31, 2001 was  $803,000.
This  consisted  of $447,000  of  salaries  and  employee  benefits,  $70,000 of
occupancy expenses,  $82,000 of furniture and equipment expense, and $204,000 of
other non-interest expenses.


                                       17
<PAGE>

Income Taxes.  For the three months ended March 31, 2002,  the Company  incurred
income tax expense of $76,000.  For the three months  ended March 31, 2001,  the
Company incurred income tax expense of $84,000.  Approximately $44,000 of income
earned for the three months  ended March 31, 2002 is exempt from Federal  income
taxes.  Approximately $30,000 of the income earned during the three months ended
March 31, 2001 is exempt from Federal income taxes.

RETURN ON ASSETS AND EQUITY

Return on assets (annualized net income divided by average total assets) for the
three  months  ended  March 31,  2002 was 0.54%.  Return on assets for the three
months ended March 31, 2001 was 0.51%.

Return on equity (annualized net income divided by average equity) for the three
months  ended March 31,  2002 was 10.03% and it was 11.04% for the three  months
ended March 31, 2001.

Equity to assets  (average equity divided by average total assets) was 5.36% for
the three  months  ended  March 31,  2002 and it was 4.65% for the three  months
ended March 31, 2001.

The dividend  payout ratio  (dividends  declared  divided by net income) for the
three months ended March 31, 2002 was 70.61%.  The dividend payout ratio for the
three months ended March 31, 2001 was 35.26%.

EFFECTS OF INFLATION AND CHANGING PRICES

Inflation  generally  increases the cost of funds and operating  overhead and to
the  extent  loans and other  assets  bear  variable  rates,  the yields on such
assets.  Unlike  most  industrial  companies,   virtually  all  the  assets  and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest rates generally have a more significant  impact on the performance of a
financial institution than the effects of general levels of inflation.  Although
interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the prices of goods and  services,  increases in  inflation  generally
have  resulted in  increased  interest  rates.  In addition,  inflation  affects
financial  institutions'  cost of  goods  and  services  purchased,  the cost of
salaries and  benefits,  occupancy  expenses and similar  items.  Inflation  and
related  increases  in interest  rates  generally  decrease  the market value of
investments  and loans held and may  adversely  affect  liquidity,  earnings and
stockholders'  equity.  Mortgage  originations  and refinancing  tend to slow as
interest  rates  increase  and can  reduce  the  Company's  earnings  from  such
activities  and the income from the sale of  residential  mortgage  loans on the
secondary market.



                                       18
<PAGE>

                          PART II -- OTHER INFORMATION



Item 1. Legal Proceedings

     None.

Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None

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

     None

Item 5. Other Information

     None

Item 6. Exhibits and reports on Form 8-K

     (a)  Exhibits

          Exhibit 23.1               Consent of Welch & Associates

     (b)  There  have  been no  Current  Reports  on Form 8-K filed  during  the
          quarter ended March 31, 2002.




                                       19
<PAGE>

                                   SIGNATURES

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


                                       VOLUNTEER BANCORP, INC.
                                       (Registrant)


Date: March 14, 2002                   /s/ Reed D. Matney
--------------------                   ------------------
                                       Reed D. Matney, President
                                       (principal executive officer)


Date: March 14, 2002                   /s/ G. Douglas Price
--------------------                   --------------------
                                       G. Douglas Price (principal financial and
                                       accounting officer)


                                       20
<PAGE>

                                                                    EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As  independent  public  accountants,  we hereby  consent to the use of our
report, dated May 15, 2002, included in this Quarterly Report on Form 10-QSB for
the Quarter Ended March 31, 2002.




                                                    /s/ Welch & Associates, Ltd.

                                                    Welch & Associates, Ltd.



Nashville, Tennessee
May 15, 2002


                                       21