<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]   Annual report pursuant to section 13 or 15 (d) of the Securities Exchange
Act of 1934

      For the fiscal year ended September 30, 2001
                                ------------------

[_]   Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934

      For the transition period from _____________ to _____________.

                           Commission File No. 0-23763

                              Quitman Bancorp, Inc.
                              ---------------------
                 (Name of Small Business Issuer in Its Charter)

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

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

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

Securities registered under Section 12(b) of the Exchange Act:                                   None
                                                                             -----------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:
</TABLE>

                     Common Stock, par value $0.10 per share
                    ----------------------------------------
                                (Title of Class)

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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of

                                       1

<PAGE>

registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $5,498,828. The
aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the average bid and asked price of the registrant's Common
Stock on December 4, 2001, was $5.6 million.

     As of December 4, 2001, there were issued and outstanding 507,262 shares of
the registrant's Common Stock.

     Transitional Small Business Disclosure Format (check one): YES [_] NO [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Annual Report to Stockholders for the Fiscal Year ended
     September 30, 2001. (Part II)

                                       2



<PAGE>

PART I

     Quitman Bancorp, Inc. (the "Company" or "Registrant") may from time to time
make written or oral "forward-looking statements", including statements
contained in the Company's filings with the Securities and Exchange Commission
(including this annual report on Form 10-KSB and the exhibits thereto), in its
reports to stockholders and in other communications by the Company, which are
made in good faith by the Company pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.

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

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

Item 1.  Description of Business

General

     The Company is a Georgia-chartered corporation organized in December 1997
at the direction of Quitman Federal Savings Bank (the "Bank") to acquire all of
the capital stock that the Bank issued in its conversion from the mutual to
stock form of ownership (the "Conversion"). On April 2, 1998, the Bank completed
the Conversion and became a wholly owned subsidiary of the Company. The Company
is a unitary savings and loan holding company. The Company generally is not
restricted in the types of business activities in which it may engage provided
that the Bank retains a specified amount of its assets in housing-related
investments. The Company conducts no significant business or

                                       3

<PAGE>

operations of its own other than holding all of the outstanding stock of the
Bank and investing the Company's remaining portion of the net proceeds obtained
in the Conversion.

     The Bank, which was founded in 1936 under the name Quitman Federal Savings
and Loan Association, is a federally chartered stock savings bank headquartered
in Quitman, Georgia. The Bank obtained its current name in November 1997. The
Bank is subject to examination and comprehensive regulation by the Office of
Thrift Supervision ("OTS") and its deposits are federally insured by the Savings
Association Insurance Fund ("SAIF"). The Bank is a member of and owns capital
stock in the Federal Home Loan Bank (the "FHLB") of Atlanta, which is one of the
12 regional banks in the FHLB System.

     The Bank attracts deposits from the general public (primarily certificates
of deposit) and uses those deposits, together with other funds, primarily to
originate and invest in loans secured by one- to four-family residential real
estate. The Bank also originates consumer, commercial and construction loans and
uses borrowings to fund loans.

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

                                       4

<PAGE>

Competition

     The Bank is one of many financial institutions serving its market area of
Brooks County and parts of Lowndes County, Georgia. The competition for deposits
comes from other insured financial institutions such as commercial banks, thrift
institutions, credit unions, finance companies, and multi-state regional banks
in the Bank's market area. Deposit competition also includes a number of
insurance products sold by local agents and investment products such as mutual
funds and other securities sold by local and regional brokers. Loan competition
varies depending upon market conditions and comes from other insured financial
institutions such as commercial banks, thrift institutions, credit unions,
multi-state regional banks, and mortgage bankers.

Lending Activities

     Loan Portfolio Data. Set forth below is selected data relating to the
composition of the Company's loan portfolio by type of loan and type of security
on the dates indicated:

<TABLE>
<CAPTION>
                                                                       At September 30,
                                                      ----------------------------------------------------------
                                                                  2001                             2000
                                                      ----------------------------------------------------------
                                                       Amount          Percent           Amount        Percent
                                                       ------          -------           ------        -------
                                                                    (Dollars in thousands)
<S>                                                   <C>          <C>                   <C>          <C>
Type of Loans:
Real estate loans:
         One-to-four family residential .......       $39,521           71.90%           $36,014          70.64%
Multi-family (5 or more) dwelling .............         1,277            2.32%               856           1.68
Non residential ...............................         6,665           12.13%             6,160          12.08
Construction ..................................         2,765            5.03%             4,156           8.15
FHLMC pools ...................................             1               0%                 1            .00
Share loans ...................................           672            1.23%               552           1.08
Consumer ......................................         4,061            7.39%             3,249           6.37
                                                      -------      ----------            -------      ---------
                                                       54,962          100.00%            50,988         100.00%
                                                      =======      ==========            =======      =========
Less:
Loans in process ..............................         1,917                              1,426
Allowance for loan losses .....................           450                                438
Deferred loan origination fees and costs ......            59                                 72
                                                      -------                            -------
Total loans, net ..............................       $52,536                            $49,052
                                                      =======                            =======
</TABLE>

                                       5

<PAGE>

     Loan Maturity Tables. The following table sets forth the estimated maturity
of the Company's loan portfolio at September 30, 2001. The table does not
include the effects of possible prepayments or scheduled principal repayments.

     All mortgage loans are shown as maturing based on the date of the last
payment required by the loan agreement.

<TABLE>
<CAPTION>
                                                                 Non
                                                Residential  Residential   Construction      Other       Total
                                                -----------  -----------   ------------      -----       -----
                                                                        (In thousands)
<S>                                             <C>          <C>           <C>              <C>         <C>
Amounts due:
Within 1 year .................................     $ 3,973      $ 1,376        $ 2,763     $ 4,103     $12,215
Over 1 to 5 years .............................      21,725        4,573             --       4,689      30,987
Over 5 years ..................................      10,467          716             --         577      11,760
                                                    -------      -------        -------     -------     -------

    Total amount due ..........................     $36,165      $ 6,665        $ 2,763     $ 9,369     $54,962
                                                    =======      =======        =======     =======     =======
Less:
Allowance for loan losses .....................                                                             450
Loans in process ..............................                                                           1,918
Deferred loan fees ............................                                                              58
                                                                                                        -------
    Loans receivable, net .....................                                                         $52,536
                                                                                                        =======
</TABLE>

     The following table sets forth the dollar amount of all loans due after
September 30, 2002, which have pre-determined interest rates and which have
floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                                                              Floating or
                                                        Fixed Rates         Adjustable Rates        Total
                                                        -----------         ----------------        -----
                                                                       (In thousands)
<S>                                                     <C>                 <C>                    <C>
Real estate:
Residential .......................................         $32,324                  $ 1,826       $34,150
Non-residential ...................................         $ 4,682                  $   607       $ 5,289
                                                            -------                  -------       -------

Non real estate:
Share loans .......................................         $   125                  $     0       $   125
Consumer ..........................................         $ 3,068                  $   115       $ 3,183
                                                            -------                  -------       --------
                                                            $40,199                  $ 2,548       $42,747
                                                            =======                  =======       =======
</TABLE>

     One-Four-Family Residential Loans. The Bank's primary lending activity
consists of the origination of one- to four-family residential mortgage loans
secured by property located in its primary market area. The Bank generally
originates one- to four-family residential mortgage loans in amounts up to 85%
of the appraised market value or purchase price. The maximum loan-to-value ratio
on mortgage loans secured by non-owner occupied properties generally is limited
to 80%. The Bank primarily originates and retains fixed-rate balloon loans
having terms of 3 or 5 years, with principal and interest payments calculated
using up to a 25-year amortization period. Because of the amortization period,
relatively short term and renewability of their loans, there are similarities
between these loans and ARMs, particularly from the Bank's asset/liability
management perspective. The Bank occasionally originates 15 year fixed-rate
loans.

                                       6





<PAGE>

     The interest rate on the Bank's ARM loans is based on an index plus a
stated margin. The Bank may offer discounted initial interest rates on ARM loans
but it requires that the borrower qualify for the ARM loan at the fully indexed
rate (the index rate plus the margin). ARM loans provide for periodic interest
rate adjustments upward or downward.

     ARM loans decrease the risk associated with changes in interest rates by
periodically repricing, but involve other risks because as interest rates
increase, the underlying payments by the borrower increase, thus increasing the
potential for default by the borrower. At the same time, the marketability of
the underlying collateral may be adversely affected by higher interest rates.

     Upward adjustment of the contractual interest rate is also limited by the
maximum periodic and lifetime interest rate adjustment permitted by the loan
documents, and, therefore is potentially limited in effectiveness during periods
of rapidly rising interest rates. At September 30, 2001, less than 10% of the
one- to four-family residential loans that the Bank held had adjustable rates of
interest.

     All of the Bank's loans are originated for the Bank's portfolio. The Bank
does not conform its loans to the standards that are used in the mortgage
industry that would allow its loans to be readily sold into the secondary market
since it does not expect to sell its loans. For example, the Bank's lending
policy does not require its borrowers to obtain private mortgage insurance on
the amount of a loan that exceeds the typical loan to value ratios used in the
mortgage loan industry and the Bank may lend money to individuals based on its
review of personal circumstances that other lenders might not consider.

     Mortgage loans originated and held by the Bank generally include
due-on-sale clauses. This gives the Bank the right to deem the loan immediately
due and payable in the event the borrower transfers ownership of the property
securing the mortgage loan without the Bank's consent.

     Residential Construction Loans. The Bank makes residential construction
loans on one- to four-family residential property to the individuals who will be
the owners and occupants upon completion of construction. No principal payments
are required during construction. After that time, the payments are set at an
amount that will repay the loan over the term of the loan. The maximum
loan-to-value ratio is 85%. Because residential construction loans are not
rewritten if permanent financing is obtained from the Bank, these loans are made
on terms similar to those of the Bank's single family residential loans and may
be paid off over terms of 3 to 5 years with an amortization period of 25 years.

     The Bank also originates speculative loans to residential builders who have
established business relationships with the Bank. These speculative loans
typically are made for a term of six months after which the Bank allows one
extension of six months. If after one year a unit remains unsold, the Bank
requires that the builder make a 10% principal reduction payment and the Bank
either then allows the builder to make interest payments for 90 days before he
is required to make another principal reduction payment,

                                       7

<PAGE>

or the builder may choose that the Bank treat the loan as a regular loan,
pursuant to which he will make monthly payments for the full term of the loan.
In underwriting such loans, the Bank considers the number of units that the
builder has on a speculative bid basis that remain unsold. The Bank's experience
has been that most speculative loans are repaid well within the twelve month
period. Speculative loans are generally originated with a loan to value ratio
that does not exceed 75%. At September 30, 2001 the Bank's largest speculative
loan was $208,500, drawn on a line of credit, and was performing in accordance
with its terms.

     Construction lending is generally considered to involve a higher degree of
credit risk than long-term financing of residential properties. The Bank's risk
of loss on a construction loan is dependent largely upon the accuracy of the
initial estimate of the property's value at completion of construction and the
estimated cost of construction. If the estimate of construction cost and the
marketability of the property upon completion of the project prove to be
inaccurate, the Bank may be compelled to advance additional funds to complete
the construction. Furthermore, if the final value of the completed property is
less than the estimated amount, the value of the property might not be
sufficient to assure the repayment of the loan. For speculative loans that the
Bank originates to builders, the ability of the builder to sell completed
dwelling units will depend, among other things, on demand, pricing and
availability of comparable properties, and general economic conditions.

     Non-Residential Real Estate Loans. The Bank's non-residential real estate
loans consist of commercial business loans and farm real estate loans.

     Commercial real estate loans are secured by churches, office buildings, and
other commercial properties. Farm loans are secured by the farm land. These
loans generally have not exceeded $500,000 or had terms greater than 25 years.

     Commercial and farm real estate lending entails significant additional
risks compared to residential property lending. These loans typically involve
large loan balances to single borrowers or groups of related borrowers. The
repayment of these loans typically is dependent on the successful operation of
the real estate project securing the loan. For commercial real estate these
risks can be significantly affected by supply and demand conditions in the
market for office retail space and may also be subject to adverse conditions in
the economy. For loans secured by farm real estate, repayment may be affected by
weather conditions, government policies, and subsidies concerning farming. To
minimize these risks, the Bank generally limits this type of lending to its
market area and to borrowers who are otherwise well known to the Bank, and
generally limits the loan to value ratio to 80%.

     Consumer Loans. The Bank offers consumer loans in order to provide a wider
range of financial services to its customers and because these loans provide
higher interest rates and shorter terms than many of the Bank's other loans. The
Bank's consumer loans consist of home equity, automobile, and mobile home loans
and are generally in smaller dollar amounts than the Bank's other loans.

                                       8

<PAGE>

     Consumer loans may entail greater risk than residential mortgage loans,
particularly in the case of consumer loans that are unsecured or secured by
assets that depreciate rapidly. Repossessed collateral for a defaulted consumer
loan may not be sufficient for repayment of the outstanding loan, and the
remaining deficiency may not be collectible.

     Loan Approval Authority and Underwriting. The Bank has a loan committee,
which is comprised of all 5 directors on the board, that approves larger loans
and reviews all loans approved by the officer loan committee for consumer loans.
The officer loan committee consists of three officers. Individually, these
officers may approve amounts up to $30,000 for secured loans and $10,000 for
unsecured loans. Any two of these officers may approve amounts up to $50,000 for
either secured or unsecured loans.

     Loan Commitments. At September 30, 2001, commitments to cover originations
of mortgage loans totaled $1.9 million. The Bank believes that virtually all of
its commitments will be funded.

     Loans to One Borrower. The maximum amount of loans which the Bank may make
to any one borrower may not exceed the greater of $500,000 or 15% of the Bank's
unimpaired capital and unimpaired surplus. The Bank may lend an additional 10%
of the Bank's unimpaired capital and unimpaired surplus if the loan is fully
secured by readily marketable collateral. At September 30, 2001, the aggregate
loans outstanding of the Bank's five largest borrowers have outstanding balances
of between $677,574 and $871,160.

Nonperforming and Problem Assets

     Loan Delinquencies. Loans are reviewed on a monthly basis and are placed on
a non-accrual status when, in the Bank's opinion, the collection of additional
interest is doubtful. Interest accrued and unpaid at the time a loan is placed
on nonaccrual status is charged against interest income. Subsequent interest
payments, if any, are either applied to the outstanding principal balance or
recorded as interest income, depending on the assessment of the ultimate
collectibility of the loan.

     Nonperforming Assets. The following table sets forth information regarding
nonaccrual loans and real estate owned, as of the dates indicated. The Bank has
no loans categorized as troubled debt restructurings within the meaning of SFAS
15. For the year ended September 30, 2001, there was $15,615 in interest income
that would have been recorded on loans accounted for on a nonaccrual basis under
the original terms of such loans; however, interest income on these loans, which
is recorded only when received, was $11,652.

                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                        At September 30,
                                                                      2001            2000
                                                                    --------         -------
                                                                           (In thousands)
<S>                                                                 <C>             <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:

    Construction loans                                                 $ --             $ --
    One- to four-family residential                                     207              168
    All other mortgage loans                                             --               --
Non-mortgage loans:
    Commercial                                                           --               --
    Consumer                                                             16               25
                                                                       ----             ----
Total                                                                   223              193
                                                                       ====             ====
Accruing loans contractually past due 90 days or more:
Mortgage loans:

    Construction loans                                                 $ --             $ --
    One- to four-family residential                                      65               55
    All other mortgage loans                                             --               --
Non-mortgage loans:
    Commercial                                                           --               --
    Consumer                                                             43                5
                                                                       ----             ----
Total                                                                  $108             $ 60
                                                                       ====             ====
Total non-accrual and accrual loans                                    $331             $253
                                                                       ====             ====
Real estate owned                                                      $137             $ --
                                                                       ====             ====
Other non-performing assets                                            $ --             $ --
                                                                       ====             ====
Total non-performing assets                                            $468             $253
                                                                       ====             ====
Total non-performing loans to total loans, net                          .63%             .52%
                                                                       ====             ====
Total non-performing loans to total assets                              .51%             .42%
                                                                       ====             ====
Total non-performing assets to total assets                             .73%             .42%
                                                                       ====             ====
</TABLE>

     Classified Assets. OTS regulations provide for a classification system for
problem assets of savings associations which covers all problem assets. Under
this classification system, problem assets of savings institutions such as the
Bank are classified as "substandard," "doubtful," or "loss." An asset is
considered substandard if it is inadequately protected by the current net worth
and paying capacity of the borrower or of the collateral pledged, if any.
Substandard assets include those characterized by the "distinct possibility"
that the savings institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as doubtful have all of the weaknesses inherent
in those classified substandard, with the added characteristic that the
weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified as loss are those considered "uncollectible" and
of such little value that their continuance as assets without the establishment
of a specific loss reserve is not warranted. Assets may be designated "special
mention" because of potential weakness that do not currently warrant
classification in one of the aforementioned categories.

     When a savings association classifies problem assets as either substandard
or doubtful, it may establish general allowances for loan losses in an amount
deemed

                                       10

<PAGE>

prudent by management. General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When a savings association classifies problem assets
as loss, it is required either to establish a specific allowance for losses
equal to 100% of that portion of the asset so classified or to charge off such
amount. A savings association's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
OTS, which may order the establishment of additional general or specific loss
allowances. A portion of general loss allowances established to cover possible
losses related to assets classified as substandard or doubtful may be included
in determining a savings association's regulatory capital. Specific valuation
allowances for loan losses generally do not qualify as regulatory capital. At
September 30, 2001, the Bank had $787,000, $157,000, $0 and $0 of loans
classified as special mention, substandard, doubtful and loss, respectively.

     Allowances for Loan Losses. A provision for loan losses is charged to
operations based on management's evaluation of the losses that may be incurred
in the Bank's loan portfolio. The evaluation, including a review of all loans on
which full collectibility of interest and principal may not be reasonably
assured, considers: (i) the Bank's past loan loss experience, (ii) known and
inherent risks in the Bank's portfolio, (iii) adverse situations that may affect
the borrower's ability to repay, (iv) the estimated value of any underlying
collateral, and (v) current economic conditions.

     The Bank monitors its allowance for loan losses and makes additions to the
allowance as economic conditions dictate. Although the Bank maintains the Bank's
allowance for loan losses at a level that it considers adequate for the inherent
risk of loss in its loan portfolio, future losses could exceed estimated amounts
and additional provisions for loan losses could be required. In addition, the
Bank's determination as to the amount of allowance for loan losses is subject to
review by the OTS, as part of its examination process. After a review of the
information available, the OTS might require the establishment of an additional
allowance.

                                       11

<PAGE>

     The following table illustrates the allocation of the allowance for loan
losses for each category of loans. The allocation of the allowance to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the Bank's use of the allowance to absorb losses in other
loan categories.

<TABLE>
<CAPTION>
                                                                   At September 30
                                                  -----------------------------------------------
                                                          2001                     2000
                                                  ---------------------    ----------------------

                                                             Percent of               Percent of
                                                              Loans in                 Loans in
                                                                Each                    Each
                                                              Category                Category
                                                               to Total               to Total
                                                  Amount        Loans      Amount      Loans
                                                  ------        -----      ------      ------
                                                             (Dollars in thousands)
<S>                                               <C>         <C>          <C>         <C>
At end of period allocated to:
One- to four-family ............................    $337         74.89%     $324         73.97%
Multi-family ...................................      11          2.44         8          1.83
Other real estate ..............................      93         20.67        93         21.23
Consumer .......................................       9          2.00        13          2.97
                                                    ----        ------      ----        ------
Total allowance ................................    $450        100.00%     $438        100.00%
                                                    ====        ======      ====        ======

</TABLE>

     The following table sets forth information with respect to the Bank's
allowance for loan losses at the dates and for the periods indicated:

<TABLE>
<CAPTION>
                                                                            At September 30,
                                                                        ------------------------
                                                                         2001              2000
                                                                        ------------------------
                                                                           (Dollars in thousands)
<S>                                                                     <C>              <C>
Total loans, net ................................................       $52,536          $49.052
                                                                        =======          =======
Average loans outstanding .......................................       $50,794          $45,087
                                                                        =======          =======
Allowance balances (at beginning of period) .....................           438              389
Provision:
   Residential ..................................................            16               36
   Non-residential ..............................................            --               --
   Consumer .....................................................            44               24
Net charge-offs (recoveries): ...................................            --               --
   Residential ..................................................            --               --
   Non-residential ..............................................                             --
   Consumer .....................................................            48               11
                                                                        -------          -------

Allowance balance (at end of period) ............................       $   450          $   438
                                                                        =======          =======

Allowance for loan losses as a percent
  of total loans outstanding ....................................           .85%             .89%
                                                                        =======          =======

Net loans charged off as a percent of
  average loans outstanding .....................................           .10%              02%
                                                                        =======          =======
</TABLE>

                                       12

<PAGE>

Investment Activities

     Investment Securities. The Bank is required under federal regulations to
maintain a minimum amount of liquid assets which may be invested in specified
short-term securities and certain other investments. The Company classifies its
investment securities as "available-for-sale" or "held-to-maturity" in
accordance with SFAS No. 115.

     The Company's investment securities "available-for-sale" and
"held-to-maturity" portfolios at September 30, 2001 did not contain securities
of any issuer with an aggregate book value in excess of 10% of the Company's
equity, excluding those issued by the United States government agencies.

     Mortgage-Backed Securities. To supplement lending activities, the Company
has invested in residential mortgage-backed securities. Mortgage-backed
securities can serve as collateral for borrowings and, through repayments, as a
source of liquidity. Mortgage-backed securities represent a participation
interest in a pool of single-family or other type of mortgages. Principal and
interest payments are passed from the mortgage originators, through
intermediaries (generally quasi-governmental agencies) that pool and repackage
the participation interests in the form of securities, to investors such as the
Company. The quasi-governmental agencies guarantee the payment of principal and
interest to investors and include the Federal Home Loan Mortgage Company
("FHLMC"), the Government National Mortgage Association ("GNMA"), and the
Federal National Mortgage Association ("FNMA"). Expected maturities will differ
from contractual maturities due to scheduled repayments and because borrowers
may have the right to call or prepay obligations with or without prepayment
penalties.

     Investment Portfolio. The following table sets forth the carrying value of
the Company's investment securities available-for-sale and held-to-maturity
portfolios, and FHLB stock at the dates indicated.

<TABLE>
<CAPTION>
                                                                            At September 30,
                                                                     -------------------------------
                                                                     ----------            ---------
                                                                        2001                  2000
                                                                     ----------            ---------
                                                                              (In thousands)
<S>                                                                  <C>                   <C>
Investment securities:
         U.S. Government securities available-for-sale .........             --               $   --
U.S. Government securities held-to-maturity ....................             --                   --
U.S. Agency securities available-for-sale ......................          4,152                4,831
 U.S. Agency securities held-to-maturity .......................             --                   --
 State, County and Municipal securities
    available-for-sale .........................................            728                  690
State, County and Municipal securities
    held-to-maturity ...........................................             --                   --
                                                                     ----------            ---------
    Total investment securities ................................          4,880                5,521
Interest-bearing deposits ......................................          1,145                1,065
Federal funds sold .............................................            100                   --
FHLB stock .....................................................            372                  320
Mortgage-backed securities available-for-sale ..................          1,803                1,025
Mortgage-backed securities held-to-maturity ....................             --                   --
                                                                     ----------            ---------
    Total investments ..........................................        $ 8,300               $7,931
                                                                     ==========            =========
</TABLE>

                                       13

<PAGE>

     The following table sets forth certain information regarding scheduled
maturities, carrying values, approximate fair values, and weighted average
yields for the Company's investments at September 30, 2001 by contractual
maturity. The following table does not take into consideration the effects of
scheduled repayments or the effects of possible prepayments. Further, yields on
tax exempt obligations have not been computed on a tax equivalent basis.

<TABLE>
<CAPTION>
                            One Year or Less  One to Five Years  Five to Ten Years   More than Ten Years Total Investment Securities
                           Carrying  Average  Carrying   Average Carrying  Average   Carrying  Average   Carrying  Average  Market
                           Value     Yield    Value      Yield   Value     Yield     Value     Yield     Value     Yield    Value
                           -------   -----    ------     -----   -------   -------   -------   -------   ------    ------   ------
                                                               (Dollars in thousands)
<S>                        <C>       <C>      <C>        <C>     <C>       <C>       <C>       <C>      <C>        <C>     <C>
Investment securities:
  U.S. Government
   securities               $   --      --%   $   --        --%   $   --        --%   $   --        --%  $   --        --%  $   --
  U. S. Agency securities      103    6.00     2,603      5.82     1,446      6.50        --        --    4,152      6.07    4,152
  Corporate notes and
   bonds                        --      --        --        --        --        --        --        --       --        --       --
  Other securities(1)           --      --       175      4.20        --        --       553      5.23      728      4.99      728
                           -------   -----    ------     -----   -------    ------    ------   -------   ------    ------   ------
  Total investment
   securities                  103    6.00     2,778      5.72     1,446      6.50       553      5.23    4,880      5.91    4,880
Interest-bearing deposits    1,145    4.14        --        --        --        --        --        --    1,145      4.14    1,145
Federal funds sold             100    3.02        --        --        --        --        --        --      100      3.02      100
FHLB stock                     372    6.96        --        --        --        --        --        --      372      6.96      372
Mortgage-backed securities      --      --       501      5.50        --        --     1,302      5.36    1,803      5.40    1,803
                           -------   -----    ------     -----   -------    ------   -------   -------   ------    ------   ------
  Total investments         $1,720    4.80%   $3,279      5.69%   $1,446      6.50%   $1,855      5.33%  $8,300      5.57%  $8,300
                           =======   =====    ======     =====   =======    ======   =======   =======   ======    ======   ======
</TABLE>

          (1) State, county and municipal securities

Sources of Funds

     General. Deposits are the Bank's major external source of funds for lending
and other investment purposes. Funds are also derived from the receipt of
payments on loans and prepayment of loans and maturities of investment
securities and mortgage-backed securities and, to a much lesser extent,
borrowings and operations. Scheduled loan principal repayments are a relatively
stable source of funds, while deposit inflows and outflows and loan prepayments
are significantly influenced by general interest rates and market conditions.

     Consumer and commercial deposits are attracted principally from within the
Bank's primary market area through the offering of a selection of deposit
instruments including checking accounts, regular savings accounts, money market
accounts, and term certificate accounts. IRA accounts are also offered.

     Certificates of Deposit. The following table indicates the amount of the
Bank's certificates of deposit of $100,000 or more by time remaining until
maturity as of September 30, 2001.

                                                              Certificates
Maturity Period                                                of Deposit
---------------                                                ----------
                                                              (In thousands)

Within three months                                               $ 2,881
Three through six months                                            2,940
Six through twelve months                                           5,184
Over twelve months                                                  1,697
                                                                  -------
                                                                  $12,702
                                                                  =======

                                       14

<PAGE>

     Borrowings. Advances (borrowings) may be obtained from the FHLB of Atlanta
to supplement the Bank's supply of lendable funds. Advances from the FHLB of
Atlanta are typically secured by a pledge of the Bank's stock in the FHLB of
Atlanta, a portion of the Bank's first mortgage loans, and other assets.

     The following table sets forth the terms of the Bank's short-term FHLB
advances.

<TABLE>
<CAPTION>
                                                                      During the Year ended September 30,
                                                                      ------------------------------------
                                                                             2001                2000
                                                                      ------------------- -----------------
                                                                             (Dollars in thousands)
<S>                                                                   <C>                          <C>
Balance at period end .........................................             $2,000             $ 5,000
Average balance outstanding during the period .................              4,425               4,230
Maximum amount outstanding at any month-end
during the period .............................................              5,000               5,000
Weighted average interest rate during the period ..............               5.25%                6.4%
</TABLE>

Personnel

     At September 30, 2001 the Bank had 15 full-time employees and 2 part-time
employees. None of the Bank's employees are represented by a collective
bargaining group. The Bank believes that its relationship with the Bank's
employees is good.

Regulation

     Set forth below is a brief description of certain laws which relate to the
Company and the Bank. The description is not complete and is qualified in its
entirety by references to applicable laws and regulation.

Holding Company Regulation

General.

     The Company is a unitary savings and loan holding company that files
reports with the OTS and is subject to regulation and examination by the OTS. In
addition, the OTS has enforcement authority over the Company and any non-savings
institution subsidiaries. This permits the OTS to restrict or prohibit
activities that it determines to be a serious risk to the Bank. This regulation
is intended primarily for the protection of the Bank's depositors and not for
the benefit of stockholders of the Company. The Company is also registered with
the Georgia Department of Banking and Finance.

     Federal law effectively prohibits bank and savings and loan holding
companies from affiliating in any way with a non-financial company. The Company
may now become affiliated with securities firms and insurance companies but has
no intention to do so.

                                       15

<PAGE>

     Unlike more recently created savings and loan holding companies, the
Company generally is not restricted in the types of business in which it may
engage, provided that the Bank maintains a specified amount of its assets in
housing related investments.

Qualified Thrift Lender ("QTL") Test.

     As the Company owns only one savings institution, it is able to diversify
its operations into activities not related to banking, but only so long as the
Bank satisfies the QTL test. If the Company controlled more than one savings
institution, it would lose the ability to diversify its operations into
nonbanking related activities, unless such other savings institutions each also
qualified as a QTL or were acquired in a supervised acquisition. See "Savings
Institution Regulation -- Qualified Thrift Lender Test."

Savings Institution Regulation

General.

     As a federally chartered, SAIF-insured savings institution, the Bank is
subject to extensive regulation by the OTS and the Federal Deposit Insurance
Corporation ("FDIC"). Lending activities and other investments must comply with
various federal and state statutory and regulatory requirements. The Bank is
also subject to certain reserve requirements promulgated by the Board of
Governors of the Federal Reserve System ("Federal Reserve").

Insurance of Deposit Accounts.

     The Bank's deposit accounts are insured by the SAIF to a maximum of
$100,000 for each insured member (as defined by law and regulation). Insurance
of deposits may be terminated by the FDIC upon a finding that the institution
has engaged in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations or has violated any applicable law, regulation, rule,
order or condition imposed by the FDIC or the institution's primary regulator.

     As a member of the SAIF, the Bank pays an insurance premium to the FDIC.
The FDIC also maintains another insurance fund, the Bank Insurance Fund ("BIF"),
which primarily insures commercial bank deposits.

Regulatory Capital Requirements.

     OTS capital regulations require savings institutions to meet three capital
standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) core
capital equal to at least 4% of total adjusted assets, and (3) risk-based
capital equal to 8% of total risk-weighted assets. Regulations that enable the
OTS to take prompt corrective action against savings associations effectively
impose higher capital requirements on savings associations.

                                       16

<PAGE>

Dividend and Other Capital Distribution Limitations.

     The Bank must give the OTS 30 days advance notice of any proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company. In
addition, the Bank may not declare or pay a cash dividend on its capital stock
if the dividend would (1) reduce the regulatory capital of the Bank below the
amount required for the liquidation account established in connection with the
conversion from mutual to stock form or (2) reduce the amount of capital of the
Bank below the amounts required in accordance with other OTS regulations. In
contrast, the Company has fewer restrictions on the payment of dividends.

Qualified Thrift Lender Test.

     Savings institutions must meet a qualified thrift lender ("QTL") test. If
the Bank maintains an appropriate level of qualified thrift investments ("QTIs")
(primarily residential mortgages and related investments, including certain
mortgage-related securities) and otherwise qualify as a QTL, the Bank will
continue to enjoy full borrowing privileges from the FHLB of Atlanta. The
required percentage of QTIs is 65% of portfolio assets (defined as all assets
minus goodwill and other intangible assets, property used by the institution in
conducting its business and liquid assets in an amount not exceeding 20% of
total assets). In addition, savings institutions may include shares of stock of
the FHLBs, FNMA, and FHLMC as QTIs. Compliance with the QTL test is determined
on a monthly basis in nine out of every twelve months. As of September 30, 2001,
the Bank was in compliance with its QTL requirement.

Federal Reserve.

     The Federal Reserve requires all depository institutions to maintain
noninterest- bearing reserves at specified levels against their transaction
accounts (primarily checking, NOW and Super NOW checking accounts) and
non-personal time deposits. The balances maintained to meet the reserve
requirements imposed by the Federal Reserve may be used to satisfy liquidity
requirements that are imposed by the OTS.

Item 2.  Description of Property

(a)  Properties.

     The Company and the Bank operate from their office at 602 East Screven
Street, Quitman, Georgia.

(b)  Investment Policies.

     See "Item 1. Description of Business" above for a general description of
the Bank's investment policies and any regulatory or Board of Directors'
percentage of assets limitations regarding certain investments. The Bank's
investments are primarily acquired to produce income, and to a lesser extent,
possible capital gain.

                                       17

<PAGE>

     (1) Investments in Real Estate or Interests in Real Estate. See "Item 1.
Description of Business - Lending Activities" and "Item 2. Description of
Property."

     (2) Investments in Real Estate Mortgages. See "Item 1. Description of
Business - Lending Activities."

     (3) Investments in Securities of or Interests in Persons Primarily Engaged
in Real Estate Activities. See "Item 1. Description of Business - Lending
Activities."

(c)  Description of Real Estate and Operating Data.

     Not Applicable.

Item 3.  Legal Proceedings

     There are various claims and lawsuits in which the Company or the Bank are
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which the Bank holds security interests, claims involving the
making and servicing of real property loans, and other issues incident to the
Bank's business. In the opinion of management, no material loss is expected from
any of such pending claims or lawsuits.

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

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

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     The information contained under the section captioned "Common Stock
Information" of the Company's Annual Report to Stockholders for the fiscal year
ended September 30, 2001 (the "Annual Report"), is incorporated herein by
reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The information contained in the section captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of the Annual
Report is incorporated herein by reference.

Item 7.  Financial Statements

     The Registrant's financial statements listed under Item 13 are incorporated
herein by reference.

                                       18

<PAGE>

Item 8. Changes in and Disagreements with Accountants On Accounting and
Financial Disclosure

     Not applicable.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
with Section 16(a) of the Exchange Act.

     The principal occupation of, and other information about, each director and
executive officer of the Company is set forth below as of September 30, 2001.
All directors and executive officers have held their present positions for five
years unless otherwise stated. All Directors of the Bank became directors of the
Company when it was incorporated in December 1997.

     Robert L. Cunningham, III, age, 45, is the Corporate Secretary and
Treasurer of R.L. Cunningham & Sons, Inc., a peanut warehouse and peanut seed
business. Mr. Cunningham has served as a director of the Bank since 1985, and as
Vice Chairman since 1987.

     Melvin E. Plair, age 64, is the President and Chief Executive Officer
("CEO") of the Bank. He has served in this capacity since 1993. Prior to that,
Mr. Plair was a loan officer for the Bank. Mr. Plair became a director of the
Bank and the Company in December 1997. Mr. Plair has been a director of both the
Brooks County and the South Georgia Chambers of Commerce for the past four
years, and has also been a director of the South Georgia Area Bankers
Association for four years.

     Claude R. Butler, age 63, is a pork producer in Brooks County. He was
elected to the Board of Directors in 1980, and has served as Chairman since
1987. Mr. Butler is also a Brooks County Commissioner, and was Chairman of the
Brooks County Commission in 1996.

     Walter B. Holwell, age 45, is co-owner and Vice President of
Holwell-Fletcher Insurance Agency Inc. Prior to last year, Mr. Holwell operated
another insurance agency bearing his name. Mr. Holwell has served on the board
of directors since 1988. Active in the community, Mr. Holwell was President of
the Brooks County Chamber of Commerce from 1992 to 1993. He was President of
Brooks Co. Athletic Boosters. Mr. Holwell is Secretary of Brooks Co. Industrial
Authority.

     Daniel M. Mitchell, Jr., age 51, is an attorney with a practice in Quitman.
He has served as a director of the Bank since 1986. Mr. Mitchell is a Deacon of
the First Baptist Church of Quitman and is Trustee of Westbrook School in Dixie,
Georgia.

     John W. Romine, age 54, is President and 100% stockholder of Romine
Furniture Co., Inc., a retail furniture store. Mr. Romine has been a Director of
the Bank since 1987.

                                       19




<PAGE>

     Peggy L. Forgione, age 50, has been the Vice President since January 1993
and Controller of the Bank since January 1987. She has served the Bank since
1982, and also holds the position of Officer in Charge of Operations. Ms.
Forgione was also a director of the Brooks County Chamber of Commerce until
1994.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. Other than the ESOP, the
Company is not aware of any beneficial owner, as defined under Section 16(a), of
more than ten percent of its Common Stock.

     Based upon a review of the copies of the forms furnished to the Company, or
written representations from certain reporting persons that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the 2001
fiscal year, except for one transaction reported two months late by Melvin
Plair.

Item 10.  Executive Compensation

Director Compensation

     Each director of the Bank is paid monthly. Total aggregate fees paid to the
directors of the Bank for the year ended September 30, 2001 were $55,500. Each
director is paid a monthly fee of $750 and the Chairman of the Board is paid a
monthly fee of $875. No additional fees are paid for committee meetings. The
Company does not pay fees to its directors.

     In April 1999, each non-employee director was awarded 1,587 shares of stock
of which 20% vest on each of September 1, 1999, 2000, 2001, 2002 and 2003.

Executive Compensation

     Summary Compensation Table.

     The following table sets forth for the fiscal years ended September 30,
2001, 2000 and 1999, certain information as to the total remuneration earned by
Melvin E. Plair, the President and the Chief Executive Officer of the Company.
No other executive officer of the Company during such periods received total
cash compensation in excess of $100,000.

                                       20

<PAGE>

<TABLE>
<CAPTION>
                                         Annual Compensation                          Long Term Compensation
                        ------------------------------------------------   -------------------------------------------

                                                                           Restricted    Securities
      Name and          Fiscal                            Other Annual       Stock      Underlying       All Other
  Principal Position    Year      Salary   Bonus (1)    Compensation (2)    Award(3)     Options      Compensation (4)
---------------------   -----    -------   ---------    ----------------   ---------    ----------    ----------------
<S>                     <C>      <C>       <C>          <C>                <C>          <C>           <C>
Melvin E. Plair,        2001     $74,700     $6,300          $9,000         $    --           --            $21,530
President, CEO
and Director            2000     $72,000     $6,000          $9,000         $    --           --            $14,397

                        1999     $66,000     $5,500          $9,000         $90,256       23,143            $ 7,495
</TABLE>

--------------------------------------------------------------------------------

     (1) Consists of Board fees.

     (2) Bonuses for each calendar year are paid in December of that year and
         are reported as earned in the fiscal year covering most of that
         calendar year. For example, the December 2001 bonus payment is reported
         as earned for the September 30, 2001 fiscal year.

     (3) Represents the award of 9,257 shares of Common Stock under the RSP
         based upon the average of the bid and ask prices for the Common Stock
         as reported on the OTC Bulletin Board on April 13, 1999, the date of
         the award. This award vests at the rate of 20% on September 1, 1999,
         and 20% annually thereafter. Dividends paid on the restricted shares
         are distributed within 30 days of the dividend payment date. As of
         September 30, 2001, Mr. Plair held a total of 3,702 shares of
         restricted stock worth a total of $48,126 (based on an estimated market
         value on September 30, 2001 of $13.00 per share).

     (4) For 2001, consists of a 1,656.142 share award by the ESOP valued at
         $13.00 per share as of the end of the fiscal year. For 2000, consists
         of a 1,589.0629 share award by the ESOP valued of $9.06 per share as of
         the end of the fiscal year. For 1999, consists of a 713.8212 share
         award by the ESOP valued at $10.50 per share as of the end of the
         fiscal year.

Stock Awards

         The following tables set forth information concerning options granted
to Mr. Plair during the fiscal year ended September 30, 2001.

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

<TABLE>
<CAPTION>
                                                           Number of Options at     Value of In-the-Money Options
                        Shares Acquired      Value         Fiscal Year-End (#)          at Fiscal Year-End ($)
         Name            on Exercise(#)   Realized ($)  Exercisable/Unexercisable     Exercisable/Unexercisable
---------------------   ----------------  ------------  -------------------------   -------------------------------
<S>                     <C>               <C>           <C>                          <C>
Melvin E. Plair                --            $ --               23,143 / 0                   $142,792/ $0

-------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) Based on an estimated market value of $13.00 per share as of the last
         trade prior to September 30, 2001 and an exercise price of $6.83 per
         share.

Benefits

Long Term Incentive Plans

         The Company does not presently sponsor any long-term incentive plans
nor did it make any awards or payouts under such plans during the fiscal year
ended September 30, 2001.

                                       21

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

         Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information provided by the Company's transfer agent, the following
table sets forth, as of December 14, 2001, certain information as to those
persons who were beneficial owners of more than 5% of the outstanding shares of
Common Stock and as to the Common Stock beneficially owned by executive officers
and directors of the Company as a group. Management knows of no persons, other
than those set forth below, who owned more than 5% of the outstanding shares of
Common Stock at December 14, 2001:

<TABLE>
<CAPTION>
                                                                                        Percent of Shares
                                                             Amount and Nature of         of Common Stock
         Name and Address of Beneficial Owner                Beneficial Ownership           Outstanding
--------------------------------------------------------    ----------------------      ----------------
<S>                                                         <C>                         <C>
Quitman Federal Savings Bank Employee Stock Ownership                52,900(1)                 10.4%
Plan (the "ESOP")
602 East Screven Street
Quitman, Georgia 31643

Tontine Financial Partners, L.P.                                     43,700(2)                  8.6%
200 Park Avenue, Suite 3900
New York, New York 10166

Melvin E. Plair                                                      30,825                     5.8%
602 East Screven Street
Quitman, Georgia 31643

All Directors and Executive Officers as a Group                     132,070(3)                 23.4%
(7 persons)
</TABLE>

-------------------------------------------------------------------------------

         (1)  The ESOP purchased these shares for the exclusive benefit of plan
              employee participants with borrowed funds. These shares are being
              allocated among ESOP participants annually on the basis of
              compensation as the ESOP debt is repaid. Unallocated shares are
              held in a suspense account. The ESOP Trustees must vote all shares
              allocated to participant accounts under the ESOP as directed by
              participants. Unallocated shares and allocated shares for which no
              timely direction is received will be voted as directed by the ESOP
              Committee.

         (2)  Number of shares is based on a Schedule 13G filed with the SEC on
              June 13, 2000 on behalf of the named entity, Tontine Management,
              L.L.C. and Jeffrey L. Gendell.

         (3)  Includes shares of Common Stock held directly as well as by
              spouses or minor children, in trust and other indirect ownership,
              over which shares the individuals effectively exercise sole or
              shared voting or investment power, unless otherwise indicated.
              Excludes shares held by the ESOP that are not allocated to these
              individuals. Includes options to purchase 56,203 shares of Common
              Stock that may be exercised within 60 days of December 14, 2001,
              to purchase shares of Common Stock under the 1999 Stock Option
              Plan. Excludes 10,556 shares of Common Stock previously awarded
              but presently subject to forfeiture held by the Restricted Stock
              Plan (the "RSP") over which certain directors, as members of the
              RSP Committee and as trustees to the RSP, exercise voting power.
              Also excludes 46,049 shares held by the ESOP (52,900 shares minus
              6,851 shares allocated to executive officers) over which certain
              directors, as members of the ESOP Committee and as trustees to the
              ESOP, exercise shared voting power. Such individuals disclaim
              beneficial ownership with respect to the RSP and ESOP shares.

                                       22

<PAGE>

         The following table sets forth for each director, his name, age, the
year he first became a director of the Bank, the expiration date of his current
terms as director of the Company, and the number and percentage of shares of the
Common Stock beneficially owned.

<TABLE>
<CAPTION>
                                                                                        Shares of
                                      Age at                              Current     Common Stock
                                  September 30,    Year First Elected     Term to       Beneficially        Percent of
Name                                   2001        or Appointed/(1)/       Expire       Owned /(2)(3)/        Class
------------------------------    -------------   -------------------     -------     ----------------     ------------
<S>                               <C>             <C>                     <C>         <C>                  <C>
Robert L. Cunningham, III              45               1985                2002          14,919/(4)/         2.9%
Melvin E. Plair                        64               1997                2002          30,825/(5)/         5.8%

Claude R. Butler                       63               1980                2003          15,419/(4)/         3.0%
Walter B. Holwell                      45               1988                2003          13,918/(4)(6)/      2.7%

Daniel M. Mitchell, Jr                 51               1986                2004          22,519/(4)(6)/      4.4%
John W. Romine                         54               1987                2004          12,519/(4)/         2.4%
</TABLE>

--------------------------------------------------------------------------------

         /(1)/ Refers to the year the individual first became a director of the
               Bank. All directors of the Bank as of December 1997 became
               initial directors of the Company when it was incorporated in
               December 1997.

        /(2)/  Includes shares of Common Stock held directly as well as by
               spouses or minor children, in trust and other indirect ownership,
               over which shares the individuals effectively exercise sole or
               shared voting or investment power, unless otherwise indicated.

        /(3)/  Beneficial ownership as of December 14, 2001.

        /(4)/  Includes 3,967 shares of Common Stock which may be acquired
               pursuant to the exercise of options within 60 days of December
               14, 2001.

        /(5)/  Includes 23,143 shares of Common Stock which may be acquired
               pursuant to the exercise of options within 60 days of December
               14, 2001.

        /(6)/  Excludes 52,900 shares of Common Stock held by the ESOP for which
               such person serves as a member of the ESOP Committee and as a
               plan trustee and exercises shared voting power. Also excludes
               10,556 shares of Common Stock previously awarded but presently
               subject to forfeiture held by the Restricted Stock Plan (the
               "RSP") for which such person serves as a member of the RSP
               Committee and as a plan trustee and exercises voting power. These
               individuals disclaim beneficial ownership with respect to the RSP
               and ESOP shares.

Item 12.  Certain Relationships and Related Transactions

         The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. The loans
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for the Bank's other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features, except that the Bank
charges an interest rate that is two percent above its cost of funds and the
Bank may waive loan fees. That interest rate and the waiver of loan fees are not
available to the Bank's other borrowers. All loans by the Bank to its directors
and executive officers are subject to regulations of the Office of Thrift
Supervision ("OTS") restricting loans and other transactions with affiliated
persons of the Bank. In addition, loans to an affiliate must be approved in
advance by a disinterested majority of the Board

                                       23

<PAGE>

of Directors or be within other guidelines established as a result of OTS
regulations. Set forth below is information about these loans to the Bank's
executive officers and directors and members of their immediate family where the
aggregate balance of loans or lines of credit exceeded $60,000 at any time
during the fiscal years ended September 30, 2001 or 2000.

<TABLE>
<CAPTION>
                                                                                     Highest Balance
                                                        Date        Original          During 2001        Interest Rate
   Name of Officer or Director      Loan Type        Originated    Loan Amount        Fiscal Year          Paid
--------------------------------    --------------   -----------   ------------     ---------------     ------------
<S>                                 <C>              <C>           <C>              <C>                 <C>
Melvin E. Plair (President)         Real estate          3/30/01    $105,627.38        $105,627.38          7.80%
                                    Real estate          3/17/00     103,289.43         102,477.48          7.27
                                    Real estate         12/31/98      11,138.44          10,436.67          7.39
                                    Auto                10/31/00      13,507.22          13,507.22          8.37
                                    Consumer             5/31/01       2,000.00           2,000.00          7.87
                                    Camper               9/28/01      10,000.00          10,000.00          8.41
                                    Real estate           2/3/00       2,332.32           1,919.78          7.60


Peggy Forgione (Vice President)     Real estate          3/30/01      42,451.00          42,451.00          7.80
                                    Real estate          3/30/01      39,352.89          39,352.89          7.80
                                    Real estate          3/30/87      13,800.00           4,436.13          8.30
                                    Real estate          12/7/98       3,500.00           2,854.19          7.39
                                    Consumer             9/13/01       1,782.00           1,782.00          8.41


Claude R. Butler (Chairman)         Real estate          3/29/01      54,242.30          54,242.30          7.80
                                    Real estate          4/18/01      10,100.00          10,100.00          8.63
                                    Auto                10/12/00       4,209.49           4,209.49          9.00


R. L. Cunningham (Director)         Real estate          3/19/00      63,475.21          62,684.78          7.27
                                    Real estate          6/18/00       2,908.65           2,447.04          7.77
                                    Real estate          7/10/01      20,977.98          20,461.19          8.15


W. B. Holwell (Director)            Real estate          5/14/93      13,550.00           8,278.77          7.24
                                    Real estate           8/3/00     240,240.35         239,810.52          7.61
                                    Real estate         10/13/00       6,000.00           6,000.00          8.37
                                    Auto                  1/3/00       6,000.00           6,000.00          8.50
                                    Auto                  6/8/00      25,855.96          24,652.70          9.00
                                    Equipment           10/26/99      10,835.00           9,209.17          9.50
                                    Savings              7/27/01      35,000.00          35,000.00          9.20
                                    Savings              9/21/01      10,000.00          10,000.00          9.20


Daniel Mitchell (Director)          Real estate          3/22/00     105,692.76         103,501.71          7.27
                                    Real estate           1/6/01       8,185.11           8,185.11          8.51
</TABLE>

                                       24

<PAGE>

Item 13. Exhibits, List, and Reports on Form 8-K

          (a)   Listed below are all financial statements and exhibits filed as
part of this report.

     1.   The consolidated statements of financial condition of Quitman Bancorp,
     Inc. as of September 30, 2001 and 2000 and the related consolidated
     statements of income, comprehensive income, stockholders' equity and cash
     flows for each of the years in the two year period ended September 30,
     2001, together with the related notes and the independent auditors' report
     of Stewart, Fowler & Stalvey, P.C., independent certified public
     accountants.

     2.   Schedules omitted as they are not applicable.

     3.   The following exhibits are included in this Report or incorporated
     herein by reference:

               (a)   List of Exhibits:
               3(i)  Articles of Incorporation of Quitman Bancorp, Inc. *
               3(ii) Bylaws of Quitman Bancorp, Inc. *
               10.1  Director Indexed Salary Continuation Plan *
               10.2  Executive Indexed Salary Continuation Plan *
               10.3  1999 Stock Option Plan **
               10.4  1999 Restricted Stock Plan ***
               13    Annual Report to Stockholders for the fiscal year ended
                     September 30, 2001 (only those portions incorporated by
                     reference are deemed "filed")
               21    Subsidiaries of the Registrant****
               23    Consent of Stewart, Fowler & Stalvey, P.C.


--------------------------------------------------------------------------------

     *    Incorporated by reference to the identically numbered exhibit to the
          registration statement on Form SB-2 (File No. 333-43063) declared
          effective by the SEC on February 11, 1998.

     **   Incorporated by reference to Exhibit A to the proxy statement for a
          special meeting held on April 13, 1999 (File No. 0-23763).

     ***  Incorporated by reference to Exhibit B to the proxy statement for a
          special meeting held on April 13, 1999 (File No. 0-23763).

     **** Incorporated by reference to the identically numbered exhibit to the
          Form 10-KSB for the fiscal year ended September 30, 1998 (File No.
          0-23763).

          (b) Not applicable

                                       25

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized as of
December 21, 2001.

                                     QUITMAN BANCORP, INC.


                                     By: /s/ Melvin E. Plair
                                         --------------------------------------
                                         Melvin E. Plair
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

         Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of December 21, 2001.

/s/ Claude R. Butler                 /s/ Melvin E. Plair
----------------------------------   -------------------
Claude R. Butler                     Melvin E. Plair
Chairman of the Board and Director   President and Chief Executive Officer
                                     (Principal Executive and Financial Officer)

/s/ Robert L. Cunningham, III        /s/ Peggy L. Forgione
----------------------------------   ---------------------
Robert L. Cunningham, III            Peggy L. Forgione
Vice Chairman and Director           Vice President and Controller
                                     (Principal Accounting Officer)


/s/ Walter B. Holwell
---------------------------------
Walter B. Holwell
Director

/s/ John W. Romine
---------------------------------
John W. Romine
Director

/s/ Daniel M. Mitchell, Jr.
---------------------------------
Daniel M. Mitchell, Jr.
Director