<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

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

      For the transition period from _________________ to _________________

                        Commission File Number: 333-19081

                                GBC BANCORP, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

            GEORGIA                                      58-2265327
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

            165 Nash Street
        Lawrenceville, Georgia                             30045
-------------------------------             ------------------------------------
(Address of Principal Executive                          (Zip Code)
           Offices)

                                 (770) 995-0000
                           ---------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)

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

         Securities registered under Section 12(g) of the Exchange Act: None*

         *The Issuer filed a Registration Statement on Form SB-2 (Registration
No. 333-19081) effective pursuant to the Securities Act of 1933, as amended, on
April 16, 1997. Accordingly, the Issuer files this report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended, and Rule 15d-1 of the
regulations thereunder.

         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 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]

         The Issuer's revenues for the fiscal year ended December 31, 2001 were
$10,605,069.

         The aggregate market value of the voting and nonvoting common equity
held by persons other than directors and executive officers of the Registrant as
of March 26, 2002, was $19,351,136, based on a sale price of $14.00 per share,
pursuant to a Registration Statement on Form SB-2 (Registration no. 333-52494)
effective pursuant to the Securities Act of 1933, as amended on February 22,
2001, April 17, 2001 and November 15, 2001.

         There were 1,711,083 shares of the Registrant's common stock
outstanding as of March 26, 2002.

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


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
PART I...................................................................................................1
     ITEM 1.  DESCRIPTION OF BUSINESS....................................................................1
     ITEM 2.  DESCRIPTION OF PROPERTY...................................................................10
     ITEM 3.  LEGAL PROCEEDINGS.........................................................................10
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................11

PART II.................................................................................................11
     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..................................11
     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.................................12
     ITEM 7.  FINANCIAL STATEMENTS......................................................................28
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......28

PART III................................................................................................28
     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
              SECTION 16(a) OF THE EXCHANGE ACT.........................................................28
     ITEM 10.  EXECUTIVE COMPENSATION...................................................................32
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................34
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................35
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.........................................................35

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE EXCHANGE
ACT BY NON-REPORTING ISSUERS............................................................................36

SIGNATURES..............................................................................................37

EXHIBIT INDEX...........................................................................................38
</TABLE>

                                      -i-


<PAGE>
                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

GBC BANCORP

         We were organized in August 1996 as a Georgia corporation for the
purpose of acquiring all of the common stock of Gwinnett Banking Company, a
Georgia bank that opened for business in October, 1997. We are a bank holding
company within the meaning of the Bank Holding Company Act of 1956, and the
Georgia Bank Holding Company Act.

         We were organized to facilitate the Bank's ability to serve its
customers' requirements for financial services. The holding company structure
provides flexibility for expansion of our banking business through the possible
acquisition of other financial institutions and the provision of additional
banking-related services that the traditional commercial bank may not provide
under present laws. We have no present plans to acquire any operating
subsidiaries other than the Bank. It is expected, however, that we may make
additional acquisitions in the future if such acquisitions are deemed to be in
the best interest of our shareholders. Any acquisitions will be subject to
certain regulatory approvals and requirements.

GWINNETT BANKING COMPANY

         The Bank is a full service commercial bank located at 165 Nash Street,
Lawrenceville, Gwinnett County, Georgia and 11675 Rainwater Drive, Alpharetta,
Fulton County, Georgia. The Bank's primary service area is Gwinnett County,
Georgia. The Bank, however, also serves the adjacent counties, or parts thereof,
of Cobb, DeKalb and Fulton. The principal business of the Bank is to accept
deposits from the public and to make loans and other investments. The principal
source of funds for the Bank's loans and investments are demand, time, savings,
and other deposits (including negotiable orders of withdrawal or NOW accounts),
amortization and prepayments of loans and borrowings. The principal sources of
income for the Bank are interest and fees collected on loans, interest and
dividends collected on other investments and service charges. The principal
expenses of the Bank are interest paid on savings and other deposits (including
NOW accounts), interest paid on other borrowings by the Bank, employee
compensation, office expenses and other overhead expenses.

INDUSTRY AND COMPETITION

         We believe that Gwinnett County has a very active and competitive
banking market. The largest financial institutions serving Gwinnett County are
Bank of America, Wachovia Bank, N.A., SunTrust Bank, First Union National Bank,
and SouthTrust Bank, N.A. The largest Gwinnett County based banks are The Brand
Banking Company, Lawrenceville; Peoples Bank & Trust, Buford; and First Capital
Bank, Norcross. Based on the Federal Deposit Insurance Corporation Summary of
Deposits as of June 30, 2000, there are 29 commercial banks, two savings
associates and 11 credit unions that operate 165 offices in Gwinnett County.
There are approximately 16 financial institutions that have offices in the
immediate vicinity of the main office of the Bank.

EMPLOYEES

         The Bank had 34 total employees as of March 26, 2002, all of which were
full-time employees. GBC Bancorp does not have any employees who are not also
employees of the Bank.


<PAGE>

ENVIRONMENTAL LAWS

         Compliance with environmental laws has not had a material impact on the
operations of the Bank or the Company, although the Bank faces potential
liability or losses if its borrowers fail to comply with such laws and the Bank
acquires contaminated properties in foreclosure.

SUPERVISION AND REGULATION

         General

         We are subject to state and federal banking laws and regulations that
impose specific requirements or restrictions and provide for general regulatory
oversight over virtually all aspects of our operations. These laws and
regulations generally are intended to protect depositors, not shareholders. This
discussion is only a summary of various statutory and regulatory provisions.
This summary is qualified by reference to the particular statutory and
regulatory provisions. Any change in applicable laws or regulations may have a
material effect on our business and prospects.

         Beginning with the enactment of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, numerous additional regulatory
requirements have been placed on the banking industry during the past ten years.
On November 12, 1999, the President signed into law a financial services
modernization act which effectively repealed the anti-affiliation provisions of
the 1933 Glass-Steagall Act and the 1956 Bank Holding Company Act. Legislative
changes and the policies of various regulatory authorities may affect our
operations. We are unable to predict the nature or the extent of the effect on
our business and earnings that fiscal or monetary policies, economic control or
new federal or state legislation may have in the future.

         The Company

         GBC Bancorp is a bank holding company registered with the Board of
Governors of the Federal Reserve System and the Georgia Department of Banking
and Finance under the Bank Holding Company Act of 1956, as amended, and the
Georgia Bank Holding Company Act. We are subject to the supervision, examination
and reporting requirements of the Bank Holding Company Act and the regulations
of the Federal Reserve, and the Georgia Bank Holding Company Act and the
regulations of the Georgia Department of Banking and Finance.

         The Bank Holding Company Act requires every bank holding company to
obtain the prior approval of the Federal Reserve before:

-        it may acquire direct or indirect ownership or control of any voting
         shares of any bank if, after such acquisition, the bank holding company
         will directly or indirectly own or control more than 5% of the voting
         shares of the bank;

-        it or any of its subsidiaries, other than a bank, may acquire all or
         substantially all of the assets of any bank; or

-        it may merge or consolidate with any other bank holding company.

         The Bank Holding Company Act further provides that the Federal Reserve
may not approve any transaction that would result in a monopoly or would be in
furtherance of any combination or conspiracy to monopolize or attempt to
monopolize the business of banking in any part of the United States. In
addition, the Federal Reserve will not approve a transaction the effect of which
may be substantially to


                                      -2-
<PAGE>

lessen competition or to tend to create a monopoly, or that in any other manner
would be in restraint of trade. However, such transactions mat be approved in
the event the anti-competitive effects of the proposed transaction are clearly
outweighed by the public interest in meeting the convenience and needs of the
communities to be served. The Federal Reserve is also required to consider the
financial and managerial resources and future prospects of the bank holding
companies and banks involved and the convenience and needs of the communities to
be served. Consideration of financial resources generally focuses on capital
adequacy, and consideration of convenience and needs issues generally focuses on
the parties' performance under the Community Reinvestment Act of 1977.

         The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
facilitates interstate branching and permits the establishment of agency
relationships across state lines. The Interstate Banking Act also permits bank
holding companies to acquire banks in any state without regard to whether the
transaction is prohibited under the laws of such state, subject to certain state
provisions, including minimum age requirements of banks that are the target of
the acquisition. The minimum age of local banks subject to interstate
acquisition is limited to a maximum of five years.

         In response to the Interstate Banking Act, the Georgia General Assembly
adopted the Georgia Interstate Banking Act, which provides that:

-        interstate acquisitions by institutions located in Georgia will be
         permitted in states which also allow interstate acquisitions; and

-        interstate acquisitions of institutions located in Georgia will be
         permitted by institutions located in states which allow interstate
         acquisitions.

         Additionally, in 1996, the Georgia General Assembly adopted the Georgia
Interstate Branching Act which permits Georgia-based banks and bank holding
companies owning banks outside of Georgia and all non-Georgia banks and bank
holding companies owning banks in Georgia the right to merge any bank into an
interstate branch network. The Georgia Interstate Branching Act also allows
banks to establish de novo branches on an unlimited basis throughout Georgia,
subject to the prior approval of the Georgia Department of Banking and Finance.

         Except as amended by the Gramm-Leach-Bliley Act of 1999 discussed
below, the Bank Holding Company Act generally prohibits a bank holding company
from engaging in activities other than banking or managing or controlling banks
or other permissible subsidiaries. Bank holding companies are also generally
prohibited from acquiring or retaining direct or indirect control of any company
engaged in any activities other than those activities determined by the Federal
Reserve to be so closely related to banking or managing or controlling banks as
to be a proper incident thereto. Activities determined by the Federal Reserve to
fall within this category include acquiring or servicing loans, leasing personal
property, conducting discount securities brokerage activities, performing
certain data processing services, acting as agent or broker in selling certain
types of credit insurance, and performing certain insurance underwriting
activities. The BHC Act does not place territorial limitations on permissible
non-banking activities of bank holding companies. The Federal Reserve has the
power to order a bank holding company or its subsidiaries to terminate any
non-banking activity when it has reasonable cause to believe that continuation
of such activity constitutes a serious risk to the safety and soundness of any
bank subsidiary of that bank holding company.

         The Bank

         Gwinnett Banking Company is incorporated under the laws of the State of
Georgia and is subject to examination by the Georgia Department of Banking and
Finance. The Georgia Department regulates


                                      -3-
<PAGE>

all areas of the Bank's commercial banking operations, including, without
limitation, loans, deposits, reserves, mergers, reorganizations, issuance of
securities, payment of dividends, and the establishment of branches.

         The Bank is also a member of the Federal Deposit Insurance Corporation,
and as such, the FDIC, to the maximum extent provided by law, insures its
deposits. The Bank is also subject to numerous state and federal statutes and
regulations that affect its business, activities, and operations. The FDIC and
the Georgia Department regularly examine the operations of the Bank and have the
power to prevent the continuance or development of unsafe or unsound banking
practices or other violations of law.

         Gramm-Leach-Bliley Act of 1999

         On November 12, 1999, the President signed into law the
Gramm-Leach-Bliley Act of 1999, which breaks down many of the barriers to
affiliations among banks and securities firms, insurance companies, and other
financial service providers. This new law provides financial organizations with
the flexibility to structure new affiliations through a holding company
structure or a financial subsidiary. As a result, the number and type of
entities competing with us in our markets could increase. It is too early to
determine what effect, if any, this new law will have on us.

         The Gramm-Leach-Bliley Act also covers various topics such as
insurance, unitary thrifts, privacy protection provisions for customers of
financial institutions, the Federal Home Loan Bank system's modernization,
automatic teller machine reform, the Community Reinvestment Act and certain
changes related to the securities industry.

         The legislation amends the Bank Holding Company Act to clarify that a
bank holding company may hold shares of any company that the Federal Reserve has
determined to be engaged in activities that were sufficiently closely related to
banking. This act also amends the Bank Holding Company Act to establish a new
type of bank holding company - the "financial holding company." Financial
holding companies have the authority to engage in financial activities in which
other bank holding companies may not engage. Financial holding companies may
also affiliate with companies that are engaged in financial activities. These
financial activities include activities that are:

-        financial in nature;

-        incidental to an activity that is financial in nature; or

-        complimentary to a financial activity and does not pose a substantial
         risk to the safety and soundness of depository institutions or the
         financial system in general.

         The Federal Reserve and the Secretary of the Treasury may determine
which activities meet these standards. However, the Gramm-Leach-Bliley Act
explicitly lists certain activities as being financial in nature. For example,
some of these activities are:

-        lending, exchanging, transferring or investing for others;

-        safeguarding money or securities;

-        insuring, guaranteeing, or indemnifying against loss, harm, damage,
         illness, disability, or death, or providing and issuing annuities, and
         acting as principal, agent, or broker for these purposes in any state;


                                      -4-
<PAGE>

-        providing financial, investment or economic advice;

-        issuing or selling interests in pools of assets that a bank could hold
         directly;

-        underwriting, dealing in or making markets in securities; and

-        engaging within the United States in any activity that a bank holding
         company could engage in outside of the United States, if the Federal
         Reserve has found that the activity was usual in connection with
         banking or other financial operations internationally.

         The Gramm-Leach-Bliley Act also directs the Federal Reserve to adopt a
regulation or order defining certain additional activities as financial in
nature, to the extent that they are consistent with that act. These include:

-        lending, exchanging, transferring or investing for others or
         safeguarding financial assets other than money or securities;

-        providing any device or other instrumentality for transferring
         financial assets; and

-        arranging, effecting or facilitating financial transactions for third
         parties.

         Not all bank holding companies may become financial holding companies.
A bank holding company must meet three requirements before becoming a financial
holding company:

-        all of the bank holding company's depository institution subsidiaries
         must be well capitalized;

-        all of the bank holding company's depository institution subsidiaries
         must be well managed; and

-        the bank holding company must file with the Federal Reserve a
         declaration of its election to become a financial holding company,
         including a certification that its depository institution subsidiaries
         meet the prior two criteria.

         With only a few exceptions, in order to exercise the powers granted to
them under the Gramm-Leach-Bliley Act, a financial holding company or insured
depository institution also must meet the Community Reinvestment Act's
requirements. If any insured depository institution did not receive a Community
Reinvestment Act rating of at least "satisfactory" at its most recent
examination, the regulatory agencies are to prevent the insured depository
institution or financial holding company from exercising the new powers, either
directly or through a subsidiary.

         Payment of Dividends

         We are a legal entity separate and distinct from our banking
subsidiary. Our principal source of cash flow, including cash flow to pay
dividends to our shareholders, is dividends from the Bank. There are statutory
and regulatory limitations on the payment of dividends by the Bank, as well as
by us to our shareholders.

         If, in the opinion of the federal banking regulators, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), such authority
may


                                      -5-
<PAGE>

require, after notice and hearing, that such institution cease and desist from
such practice. The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice. Under the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. See "--Prompt Corrective
Action." Moreover, the federal agencies have issued policy statements that
provide that bank holding companies and insured banks should generally only pay
dividends out of current operating earnings.

         In addition, the Georgia Financial Institutions Code and the
regulations of the Georgia Department of Banking and Finance provide:

-        that dividends of cash or property may be paid only out of the retained
         earnings of the Bank;

-        that dividends may not be paid if the Bank's paid-in capital and
         retained earnings which are set aside for dividend payment and other
         distributions do not, in combination, equal at least 20% of the Bank's
         capital stock; and

-        that dividends may not be paid without prior approval of the Georgia
         Department of Banking and Finance if:

                - the Bank's total classified assets exceed 80% of its equity
                  capital;

                - the aggregate amount of dividends to be declared exceeds 50%
                  of the Bank's net profits after taxes but before dividends for
                  the previous calendar year; or

                - the ratio of equity capital to total adjusted assets is less
                  than 6%.

         Applying these dividend restrictions, and without prior approval of the
Georgia Department of Banking and Finance, as of December 31, 2001, the Bank
could pay a $206,000 dividend to us. Our ability to pay dividends may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.

         Capital Adequacy

         We are required to comply with the capital adequacy standards
established by the Federal Reserve, and the Federal Deposit Insurance
Corporation in the case of the Bank. There are two basic measures of capital
adequacy for bank holding companies that have been promulgated by the Federal
Reserve: a risk-based measure and a leverage measure. All applicable capital
standards must be satisfied for a bank holding company to be considered in
compliance.

         The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profiles among banks
and bank holding companies, to account for off-balance sheet exposure, and to
minimize disincentives for holding liquid, low-risk assets. Assets and
off-balance-sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet items.

         The minimum guideline for the ratio of total capital to risk-weighted
assets is 8.0%. At least half of total capital must be comprised of Tier 1
Capital, which is common stock, undivided profits, minority interests in the
equity accounts of consolidated subsidiaries and noncumulative perpetual
preferred stock,


                                      -6-
<PAGE>

less goodwill and certain other intangible assets. The remainder may consist of
Tier 2 Capital, which is subordinated debt, other preferred stock and a limited
amount of loan loss reserves. As of December 31, 2001, GBC Bancorp's total
risk-based capital ratio and its Tier 1 risk-based capital ratio were 14.89% and
13.69%.

         In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets, of 3.0% for bank holding companies that meet specified
criteria. All other bank holding companies generally are required to maintain a
leverage ratio of at least 3%, plus an additional cushion of 100 to 200 basis
points. GBC Bancorp's leverage ratio as of December 31, 2001 was 12.61%. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the Federal Reserve has indicated that it
will consider a "tangible Tier 1 Capital leverage ratio" and other indicia of
capital strength in evaluating proposals for expansion or new activities. The
Federal Reserve has not advised GBC Bancorp's of any specific minimum leverage
ratio or tangible Tier 1 leverage ratio applicable to it.

         The Bank is subject to risk-based and leverage capital requirements
adopted by the Federal Deposit Insurance Corporation, which are substantially
similar to those adopted by the Federal Reserve for bank holding companies. The
Bank was in compliance with applicable minimum capital requirements as of
December 31, 2001. We have not been advised by any federal banking agency of any
specific capital ratio requirement applicable to the Bank.

         Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the Federal Deposit Insurance Corporation, a prohibition
on the taking of brokered deposits, and certain other restrictions on its
business. As described below, substantial additional restrictions can be imposed
upon FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "--Prompt Corrective Action."

         The federal bank regulators continue to indicate their desire to raise
capital requirements applicable to banking organizations beyond their current
levels. In this regard, the Federal Reserve and the Federal Deposit Insurance
Corporation have recently adopted regulations requiring regulators to consider
interest rate risk in the evaluation of a bank's capital adequacy. The bank
regulatory agencies have recently established a methodology for evaluating
interest rate risk which sets forth guidelines for banks with excessive interest
rate risk exposure to hold additional amounts of capital against such exposures.

         In addition to the capital standards imposed by federal banking
regulators, the Georgia Department of Banking and Finance imposed a requirement
for the Bank to maintain a primary capital ratio of not less than 8.0% during
the first three years of the Bank's operation. Following the expiration of this
initial period, the Bank became subject to a 6.0% primary capital ratio. Such
standard is calculated as the ratio of total equity to total assets, each as
adjusted for unrealized gains and losses on securities and allowance for loan
losses.

         Support of Subsidiary Institution

         Under Federal Reserve policy, we are expected to act as a source of
financial strength for, and to commit resources to support, the Bank. This
support may be required at times when, absent such Federal Reserve policy, we
may not be inclined to provide such support. In addition, any capital loans by a
bank


                                      -7-
<PAGE>

holding company to its banking subsidiary are subordinate in right of payment to
deposits and to certain other indebtedness of such bank. In the event of a bank
holding company's bankruptcy, any commitment by a bank holding company to a
federal bank regulatory agency to maintain the capital of a banking subsidiary
will be assumed by the bankruptcy trustee and entitled to a priority of payment.

         Prompt Corrective Action

         The Federal Deposit Insurance Corporation Improvement Act of 1991 was
enacted in large measure to improve the supervision and examination of insured
depository institutions in an effort to reduce the number of bank failures and
the resulting demands on the deposit insurance system. This law establishes a
system of prompt corrective action to resolve the problems of undercapitalized
institutions. Under this system, the federal banking regulators have established
five capital categories (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically
undercapitalized) and are required to take certain mandatory supervisory
actions, and are authorized to take other discretionary actions, with respect to
institutions in the three undercapitalized categories. The severity of such
actions depends upon the capital category in which the institution is placed.
Generally, subject to a narrow exception, the banking regulator is required to
appoint a receiver or conservator for an institution that is critically
undercapitalized. The federal banking agencies have specified by regulation the
relevant capital level for each category.

         Under the regulations, a FDIC-insured bank will be:

-        "well capitalized" if it has a total capital ratio of 10.0% or greater,
         a tier 1 capital ratio of 6.0% or greater and a leverage ratio of 5.0%
         or greater and is not subject to any order or written directive by the
         appropriate regulatory authority to meet and maintain a specific
         capital level for any capital measure;

-        "adequately capitalized" if it has a total capital ratio of 8.0% or
         greater, a tier 1 capital ratio of 4.0% or greater and a leverage ratio
         of 4.0% or greater (3.0% in certain circumstances) and is not "well
         capitalized";

-        "undercapitalized" if it has a total capital ratio of less than 8.0%, a
         tier 1 capital ratio of less than 4.0% or a leverage ratio of less than
         4.0% (3.0% in certain circumstances);

-        "significantly undercapitalized" if it has a total capital ratio of
         less than 6.0%, a tier 1 capital ratio of less than 3.0% or a leverage
         ratio of less than 3.0%; and

-        "critically undercapitalized" if its tangible equity is equal to or
         less than 2.0% of average quarterly tangible assets.

         A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating in any one of four categories. As
a depository institution moves downward through the capitalization categories,
the degree of regulatory scrutiny will increase and the permitted activities of
the institution will decrease.

         An FDIC-insured bank is generally prohibited from making any capital
distribution, including dividend payments, or paying any management fee to its
holding company if the bank would thereafter be "undercapitalized."
"Undercapitalized" banks are subject to growth limitations and are required to
submit a capital restoration plan. The federal regulators may not accept a
capital plan without determining, among other things, that the plan is based on
realistic assumptions and is likely to succeed in restoring the bank's capital.
In addition, for a capital restoration plan to be acceptable, the bank's parent
holding


                                      -8-
<PAGE>

company must guarantee that the institution will comply with such capital
restoration plan. The aggregate liability of the parent company is limited to
the lesser of an amount equal to 5.0% of the bank's total assets at the time it
became "undercapitalized" and the amount necessary to bring the institution into
compliance with all applicable capital standards. If a bank fails to submit an
acceptable plan, it is treated as if it is "significantly undercapitalized."
"Significantly undercapitalized" institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock
to become "adequately capitalized," requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks. "Critically
undercapitalized" institutions are subject to the appointment of a receiver or
conservator. A bank that is not "well capitalized" is subject to certain
limitations relating to so-called "brokered" deposits.

         As of December 31, 2001, Gwinnett Banking Company had the requisite
capital levels to qualify as "well capitalized."

         FDIC Insurance Assessments

         The Federal Deposit Insurance Corporation has adopted a risk-based
assessment system for insured depository institutions that takes into account
the risks attributable to different categories and concentrations of assets and
liabilities. The risk-based assessment system assigns an institution to one of
three capital categories: well capitalized, adequately capitalized, and
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. The FDIC also assigns an institution to one of three supervisory
subgroups within each capital group. The supervisory subgroup to which an
institution is assigned is based on an evaluation provided to the FDIC by the
institution's primary federal regulator and information which the FDIC
determines to be relevant to the risk posed to the deposit insurance funds. An
institution's insurance assessment rate is then determined based on the capital
category and supervisory category to which it is assigned. The combination of
capital groups and supervisory subgroups results in nine assessment risk
classifications to which different assessment rates are applied.

         The FDIC may terminate the insurance of the deposits of Gwinnett
Banking Company upon a finding that the bank has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, order, or condition the FDIC has
imposed.

         Safety and Soundness Standards

         The federal bank regulatory agencies have adopted a set of guidelines
prescribing safety and soundness standards. The guidelines establish general
standards relating to internal controls and information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, asset quality, earnings and compensation, fees and benefits. In general,
the guidelines require, among other things, appropriate systems and practices to
identify and manage the risks and exposures specified in the guidelines. The
guidelines prohibit excessive compensation as an unsafe and unsound practice and
describe compensation as excessive when the amounts paid are unreasonable or
disproportionate to the services performed by an executive officer, employee,
director, or principal shareholder. In addition, the agencies adopted
regulations that authorize, but do not require, an agency to order an
institution that has been given notice by an agency that it is not satisfying
any of such safety and soundness standards to submit a compliance plan. If an
institution fails to submit or implement such a plan, the agency must issue an
order directing action to correct the deficiency and may require other actions
of the types to which an undercapitalized institution is subject under the
"prompt corrective


                                      -9-
<PAGE>

action" provisions described above. If an institution fails to comply with such
an order, the agency may seek to enforce such order in judicial proceedings and
to impose civil money penalties.

         Community Reinvestment Act

         The Community Reinvestment Act requires federal bank regulatory
agencies to encourage financial institutions to meet the credit needs of low-
and moderate-income borrowers in their local communities. An institution's size
and business strategy determines the type of examination that it will receive.
Large, retail-oriented institutions will be examined using a performance-based
lending, investment and service test. Small institutions will be examined using
a streamlined approach. All institutions may opt to be evaluated under a
strategic plan formulated with community input and pre-approved by the bank
regulatory agency.

         Community Reinvestment Act regulations provide for certain disclosure
obligations. Each institution must post a notice advising the public of its
right to comment to the institution and its regulator on the institution's
Community Reinvestment Act performance and to review the institution's Community
Reinvestment Act public file. Each lending institution must maintain for public
inspection a public file that includes a listing of branch locations and
services, a summary of lending activity, a map of its communities and any
written comments from the public on its performance in meeting community credit
needs. The Community Reinvestment Act requires public disclosure of a financial
institution's written Community Reinvestment Act evaluations. This promotes
enforcement of Community Reinvestment Act requirements by providing the public
with the status of a particular institution's community reinvestment record.

         The recently enacted Gramm-Leach-Bliley Act makes various changes to
the CRA. Among other changes, CRA agreements with private parties must be
disclosed and annual CRA reports must be made to a bank's primary federal
regulator. A bank holding company will not be permitted to become a financial
holding company and no new activities authorized under this Act may be commenced
by a holding company if any of its bank subsidiaries received less than a
"satisfactory" CRA rating in its latest CRA examination.

ITEM 2. DESCRIPTION OF PROPERTY

         The Bank leases its offices located at 165 Nash Street, Lawrenceville,
Gwinnett County, Georgia. The Bank also leases its branch banking offices
located at 11675 Rainwater Drive, Suite 150, Alpharetta, Fulton County, Georgia
30004.

ITEM 3. LEGAL PROCEEDINGS

         We are subject to claims and litigation in the ordinary course of
business. We believe that any pending claims and litigation will not have a
material adverse effect on our consolidated position.


                                      -10-
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         We held our annual stockholders' meeting on October 16, 2001. The
shares represented at the meeting (613,726 shares, or 64.50% of our issued and
outstanding common stock) elected the following directors :

<TABLE>
<CAPTION>
                                             Votes Against
                                 Votes For    or Withheld
                                 ---------   -------------
<S>                              <C>         <C>
Larry D. Key .............        606,976        6,750
James B. Ballard .........        606,976        6,750
Jerry M. Boles ...........        606,976        6,750
W. H. Britt ..............        606,976        6,750
Richard F. Combs .........        606,976        6,750
William G. Hayes .........        606,976        6,750
Douglas A. Langley .......        606,976        6,750
Norris J. Nash ...........        606,976        6,750
Joseph J. Powell .........        606,976        6,750
William S. Stanton, Jr ...        606,976        6,750
</TABLE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is currently no public trading market for shares of our common
stock and it is not likely that a public trading market will develop for our
common stock in the future. There are no present plans for our common stock to
be traded on any stock exchange or over-the-counter market. For the year ended
December 31, 2001, there were approximately 10 private trades of shares of our
common stock.

         As of March 26, 2002, we had approximately 700 holders of our common
stock.

         We have not paid any dividends to date. Under the Georgia Business
Corporation Code, we may from time to time make distributions, including the
payment of dividends, to our shareholders in money, indebtedness or other
property (except our own shares) unless, after giving effect to such
distribution, we would not be able to pay its debts as they become due in the
usual course of business or our total assets would be less than the sum of our
total liabilities plus the amount that would be needed, if we were to be
dissolved at the time of distribution, to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights are superior to those
receiving the distribution. We may also distribute our shares pro rata and
without consideration to our shareholders or to the shareholders of one or more
classes or series, which constitutes a share dividend.

         Subject to certain conditions imposed by our regulators, we, as the
sole holder of common stock of the Bank, are entitled to such dividends as may
be declared from time to time by the Board of Directors out of funds legally
available therefor. Dividends paid may not exceed 50% of net profits after taxes
for the previous fiscal year without prior approval of the Georgia Department of
Banking and Finance. The Bank may not pay cumulative dividends on its common
stock.

         In the absence of other activities conducted by us, our ability to pay
dividends will depend upon the earnings of the Bank. However, we cannot assure
the future payment of dividends, either in cash or in stock.


                                      -11-
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following is a discussion of our financial condition and the
financial condition of our bank subsidiary, Gwinnett Banking Company, at
December 31, 2001 and 2000 and the results of operations for the years then
ended. The purpose of this discussion is to focus on information about our
financial condition and results of operations that are not otherwise apparent
from our audited consolidated financial statements. Reference should be made to
those statements and the selected financial data presented elsewhere in this
report for an understanding of the following discussion and analysis.

FORWARD-LOOKING STATEMENTS

         We may from time to time make written or oral forward-looking
statements, including statements contained in our filings with the Securities
and Exchange Commission and reports to stockholders. Statements made in the
Annual Report, other than those concerning historical information, should be
considered forward-looking and subject to various risks and uncertainties.
Forward-looking statements are made based upon management's belief as well as
assumptions made by, and information currently available to, management pursuant
to "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Our actual results may differ materially from the results anticipated in
forward-looking statements due to a variety of factors, including governmental
monetary and fiscal policies, deposit levels, loan demand, loan collateral
values, securities portfolio values, interest rate risk management, the effects
of competition in the banking business from other commercial banks, thrifts,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market funds and other financial
institutions operating in our market area and elsewhere, including institutions
operating through the Internet, changes in governmental regulation relating to
the banking industry, including regulations relating to branching and
acquisitions, failure of assumptions underlying the establishment of reserves
for loan losses, including the value of collateral underlying delinquent loans
and other factors. We caution that these factors are not exclusive. We do not
undertake to update any forward-looking statement that may be made from time to
time by, or on behalf of, us.

OVERVIEW

         Our 2001 results were highlighted by continued loan and deposit growth
despite a downturn in the national and state economy exacerbated by the effects
of the September 11, 2001 terrorist attacks. Our net income decreased to
$418,000, as compared to $1,066,000 in 2000, primarily due to a decline in our
net interest margin resulting from the prime rate dropping eleven times in 2001
to 4.75% at December 31, 2001. We raised approximately $10.6 million in capital
through a public offering that closed on March 15, 2002. We are also expanded
geographically as we now have a full service branch in Alpharetta, Fulton
County, Georgia that opened in February of 2001.


                                      -12-
<PAGE>

FINANCIAL CONDITION AT DECEMBER 31, 2001 AND 2000

         The following is a summary of our balance sheets for the years
indicated:

<TABLE>
<CAPTION>
                                         December 31,
                                     2001            2000
                                   --------        --------
                                    (Dollars in Thousands)
<S>                                <C>             <C>
Cash and due from banks            $  4,347        $  4,112
Federal funds sold                    5,301          17,805
Securities                            9,327           9,039
Loans, net                          120,626          71,751
Premises and equipment                  810             774
Other assets                          4,500           3,573
                                   --------        --------

                                   $144,911        $107,054
                                   ========        ========

Total deposits                     $125,924        $ 96,346
Repurchase agreements                   586              --
Other liabilities                       983           1,146
Stockholders' equity                 17,418           9,562
                                   --------        --------

                                   $144,911        $107,054
                                   ========        ========
</TABLE>

FINANCIAL CONDITION AT DECEMBER 31, 2001 AND 2000

         As of December 31, 2001, we had total assets of $144.9 million, an
increase of 35% over December 31, 2000. Total interest-earning assets were
$136.8 million at December 31, 2001 or 94% of total assets as compared to 93% of
total assets at December 31, 2000. Our primary interest-earning assets at
December 31, 2001 were loans, which made up 89% of total interest-earning assets
as compared to 73% at December 31, 2000. Our loan to deposit ratio was 97% at
December 31, 2001 as compared to 76% at December 31, 2000. Deposit growth of
$29.6 million, a decrease in federal funds sold of $12.5 and net proceeds of
$7.4 million received from our stock sale funded loan growth of $49.3 million.

         Our securities portfolio, consisting of U.S. Agency and mortgage-backed
securities, amounted to $9.3 million at December 31, 2001. Unrealized gains on
securities amounted to $92,000 at December 31, 2001 as compared to an unrealized
loss of $11,000 at December 31, 2000. Management has not specifically identified
any securities for sale in future periods that, if so designated, would require
a charge to operations if the market value would not be reasonably expected to
recover prior to the time of sale.

         We have 69% of our loan portfolio collateralized by real estate located
in our primary market area of Gwinnett County, Georgia and surrounding counties.
Our real estate construction portfolio consists of loans collateralized by loans
to build one- to four-family residential properties. We generally require that
loans collateralized by real estate not exceed 80%-85% of the collateral value.

         The remaining 31% of the loan portfolio consists of commercial,
consumer, and other loans. We require collateral commensurate with the repayment
ability and creditworthiness of the borrower.


                                      -13-
<PAGE>

         The specific economic and credit risks associated with our loan
portfolio, especially the real estate portfolio, include, but are not limited
to, a general downturn in the economy which could affect unemployment rates in
our market area, general real estate market deterioration, interest rate
fluctuations, deteriorated or non-existing collateral, title defects, inaccurate
appraisals, financial deterioration of borrowers, fraud, and any violation of
banking protection laws. Construction lending can also present other specific
risks to the lender such as whether the builders can obtain financing for the
construction, whether the builders can sell the home to a buyer, and whether the
buyer can obtain permanent financing. Currently, real estate values and
employment trends in our market area are stable with no indications of a
significant downturn in the local economy.

         We attempt to reduce these economic and credit risks not only by
adhering to loan to value guidelines, but also by investigating the
creditworthiness of the borrower and monitoring the borrower's financial
position. Also, we establish and periodically review our lending policies and
procedures as well as having independent loan review. State banking regulations
limit exposure by prohibiting secured loan relationships that exceed 25% of the
Bank's statutory capital and unsecured loan relationships that exceed 15% of the
Bank's statutory capital.

LIQUIDITY AND CAPITAL RESOURCES

         The purpose of liquidity management is to ensure that there are
sufficient cash flows to satisfy demands for credit, deposit withdrawals, and
our other needs. Traditional sources of liquidity include asset maturities and
growth in core deposits. A company may achieve its desired liquidity objectives
from the management of assets and liabilities and through funds provided by
operations. Funds invested in short-term marketable instruments and the
continuous maturing of other earning assets are sources of liquidity from the
asset perspective. The liability base provides sources of liquidity through
deposit growth, the maturity structure of liabilities, and accessibility to
market sources of funds.

         Scheduled loan payments are a relatively stable source of funds, but
loan payoffs and deposit flows fluctuate significantly, being influenced by
interest rates and general economic conditions and competition. We attempt to
price deposits to meet asset/liability objectives consistent with local market
conditions.

         Our liquidity and capital resources are monitored on a periodic basis
by management and State and Federal regulatory authorities. We monitor our
liquidity requirements under two categories, operational needs and emergency
needs. The operational needs category establishes the cash requirements to
sufficiently fund our deposit reserve requirements and pay operating expenses.
The emergency needs category establishes sufficient cash requirements to fund
the volatility of deposits. As determined under these categories, our liquidity
was considered satisfactory.

         At December 31, 2001, we had loan commitments outstanding of $40.3
million. Because these commitments generally have fixed expiration dates and
many will expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. If needed, we have the ability
on a short-term basis to borrow funds and purchase Federal funds from other
financial institutions. At December 31, 2001, we have arrangements with four
commercial banks for additional short-term advances of $5,000,000.

         At December 31, 2001, our capital ratios were considered adequate based
on regulatory minimum capital requirements. Our stockholders' equity increased
due to net income in 2001 of $418,000, net proceeds received from our common
stock sale of $7.4 million and to an increase in other comprehensive income
related to our securities of $64,000. For regulatory purposes, the net
unrealized gains on securities available-for-sale are excluded in the
computation of the capital ratios.


                                      -14-
<PAGE>

         In the future, the primary source of funds available to us will be the
payment of dividends by the Bank. Banking regulations limit the amount of the
dividends that may be paid without prior approval of the Bank's regulatory
agency. Currently, the Bank could pay us a $206,000 dividend without regulatory
approval.

         The minimum capital requirements to be considered well capitalized
under prompt corrective action provisions and the actual capital ratios for the
holding company and the Bank as of December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                            Actual
                                   ----------------------
                                                                Regulatory
                                   Consolidated     Bank       Requirements
                                   ------------     -----      ------------
<S>                                <C>              <C>        <C>
Leverage capital ratio                12.61%        12.50%         5.00%
Risk-based capital ratios:
   Core capital                       13.69         13.54          6.00
   Total capital                      14.89         14.78         10.00
</TABLE>

         At December 31, 2001, we had no material commitments for capital
expenditures.

         These ratios may decline as asset growth continues, but are expected to
exceed regulatory minimum requirements. Anticipated future earnings and
additional proceeds received from our stock offering will assist in keeping
these ratios at satisfactory levels.

         We believe that our liquidity and capital resources, inclusive of the
results of our current stock offering, will be adequate and will meet our
foreseeable short and long-term needs. We anticipate that we will have
sufficient funds available to meet current loan commitments and to fund or
refinance, on a timely basis, our other material commitments and liabilities.

         Management is not aware of any known trends, events or uncertainties,
other than those discussed above, that will have or that are reasonably likely
to have a material effect on our liquidity, capital resources or operations.
Management is also not aware of any current recommendations by the regulatory
authorities that, if they were implemented, would have such an effect.

Effects of Inflation

         The impact of inflation on banks differs from its impact on
non-financial institutions. Banks, as financial intermediaries, have assets that
are primarily monetary in nature and that tend to fluctuate in concert with
inflation. A bank can reduce the impact of inflation if it can manage its rate
sensitivity gap. This gap represents the difference between rate sensitive
assets and rate sensitive liabilities. We, through our asset/liability
committee, attempt to structure the assets and liabilities and manage the rate
sensitivity gap, thereby seeking to minimize the potential effects of inflation.
For information on the management of our interest rate sensitive assets and
liabilities, see "Asset/Liability Management".

         We do not engage in any transactions or have relationships or other
arrangements with an unconsolidated entity. These include special purpose and
similar entities or other off-balance sheet arrangements. We also do not trade
in energy, weather or other commodity based contracts.


                                      -15-
<PAGE>

Related Party Transactions

         We lease our main office banking facilities under a noncancelable
operating lease agreement from GBC Properties, LLC, a limited liability company
formed by our organizers. The lease term is for 15 years with the monthly rental
payment adjusting every fifth year for changes in the Consumer Price Index. The
lease agreement requires us to pay normal operating and occupancy expenses of
the facilities.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

         The following is a summary of our operations for the years indicated.

<TABLE>
<CAPTION>
                                     Years Ended December 31,
                                       2001            2000
                                     --------        --------
                                      (Dollars in Thousands)
<S>                                  <C>             <C>
Interest income                      $ 10,217        $  8,161
Interest expense                        5,423           3,744
                                     --------        --------
Net interest income                     4,794           4,417
Provision for loan losses                 426             484
Other income                              388             279
Other expenses                          4,171           3,193
                                     --------        --------
Pretax income                             585           1,019
Income taxes                              167             (47)
                                     --------        --------
Net income                           $    418        $  1,066
                                     ========        ========
</TABLE>

Net Interest Income

         Our results of operations are determined by our ability to manage
interest income and expense effectively, to minimize loan and investment losses,
to generate non-interest income, and to control operating expenses. Because
interest rates are determined by market forces and economic conditions beyond
our control, our ability to generate net interest income depends on our ability
to obtain an adequate net interest spread between the rate we pay on
interest-bearing liabilities and the rate we earn on interest-earning assets.

         Our net yield on average interest-earning assets was 4.25% in 2001 as
compared to 5.70% in 2000. Average loans increased by $35.9 million that
accounted for the most significant change in the $35.4 million increase in total
average interest-earning assets. Average interest-bearing liabilities increased
by $34.2 million with average interest-bearing demand and time deposits
accounting for the vast majority of this increase. The rate earned on average
interest-earning assets decreased to 9.05% in 2001 from 10.53% in 2000. The rate
paid on average interest-bearing liabilities decreased to 5.57% in 2001 from
5.92% in 2000. The decrease in net yield was due primarily to the falling rate
environment experienced during 2001. As our interest-bearing liabilities mature
and are repriced, we expect to see our net yield increase.

Provision for Loan Losses

         The provision for loan losses was $426,000 in 2001 as compared to
$484,000 in 2000. The amounts provided were due primarily to the growth of the
loan portfolio and to inherent risk in the loan


                                      -16-
<PAGE>

portfolio. We had no charge offs in 2001 as compared $52,000 in charge offs in
2000. As of December 31, 2001 we had no nonperforming loans or assets as
compared to $42,000 at December 31, 2000. Through our fourth full year of
operations, we have incurred no significant loan losses. Based upon our
evaluation of the loan portfolio, we believe the allowance for loan losses to be
adequate to absorb losses on existing loans that may become uncollectible. Our
evaluation considers significant factors relative to the credit risk and loss
exposure in the loan portfolio, including past due and classified loans, past
experience, underlying collateral values, and current economic conditions that
may affect the borrower's ability to repay. The allowance for loan losses is
evaluated by segmenting the loan portfolio into unclassified and classified
loans. The unclassified loans are further segmented by loan type with an
allowance percentage applied to each type in order to establish a general
allowance for loan losses. The allowance percentage determined is based upon our
experience specifically and the historical experience of the banking industry
generally. The classified loans, including impaired loans, are analyzed
individually in order to establish a specific allowance for losses. The
allowance for loan losses as a percentage of total loans at December 31, 2001
was 1.25% as compared to 1.52% at December 31, 2000. The decrease in this
percentage is primarily the result of having more of our own historical
experience on which to base our evaluation of the adequacy of the allowance for
loan losses.

Other Income

         Other income consists of service charges on deposit accounts, mortgage
loan origination fees, and other miscellaneous revenue and fees. Other income
increased to $388,000 in 2001 from $279,000 in 2000. This increase is due to an
increase in service charges on deposit accounts of $11,000, an increase in
mortgage loan origination fees of $54,000, and an increase in income recognized
on life insurance policies of $58,000.

Other Expenses

         Other expenses were $4,171,000 in 2001 as compared to $3,193,000 in
2000, an increase of $978,000. Salaries and employee benefits increased by
$553,000 due to an increase in the number of full time employees to 30 from 28
and other annual salary increases primarily attributable to our executive
officers. Equipment and occupancy expenses increased by $179,000 due primarily
to increased depreciation of $41,000, increased building lease expense of
$102,000, and increased service/maintenance costs of $20,000. Other operating
expenses increased by $247,000 due primarily to a $34,000 increase in data
processing costs, increased directors' fees of $89,000, increased office
supplies expense of $61,000 and a $63,000 increase in other operating costs. The
overall increase in other expenses is primarily attributable to the growth of
the Bank.

Income Tax

         We have reported income tax expense for 2001 of $167,000 as compared to
income tax benefits of $47,000 in 2000. Our effective income tax rate was 29%
for 2001 as compared to (5%) in 2000. The reason for the significant increase is
due to the recognition of deferred tax assets of $343,000 in 2000 on which
valuation allowances had been previously accorded.

Asset/Liability Management

         Our objective is to manage assets and liabilities to provide a
satisfactory, consistent level of profitability within the framework of
established cash, loan, investment, borrowing, and capital policies. Specific
officers are charged with the responsibility for monitoring policies and
procedures that are designed to ensure acceptable composition of the


                                      -17-
<PAGE>

asset/liability mix. Our management's overall\ philosophy is to support asset
growth primarily through growth of core deposits of all categories made by local
individuals, partnerships, and corporations.

         Our asset/liability mix is monitored on a regular basis with a report
reflecting the interest rate-sensitive assets and interest rate-sensitive
liabilities being prepared and presented to the Bank's Board of Directors on a
monthly basis. The objective of this policy is to monitor interest
rate-sensitive assets and liabilities so as to minimize the impact of
substantial movements in interest rates on earnings. An asset or liability is
considered to be interest rate-sensitive if it will reprice or mature within the
time period analyzed, usually one year or less. The interest rate-sensitivity
gap is the difference between the interest-earning assets and interest-bearing
liabilities scheduled to mature or reprice within such time period. A gap is
considered positive when the amount of interest rate-sensitive assets exceeds
the amount of interest rate-sensitive liabilities. A gap is considered negative
when the amount of interest rate-sensitive liabilities exceeds the interest
rate-sensitive assets. During a period of rising interest rates, a negative gap
would tend to affect net interest income adversely, while a positive gap would
tend to result in an increase in net interest income. Conversely, during a
period of falling interest rates, a negative gap would tend to result in an
increase in net interest income, while a positive gap would tend to affect net
interest income adversely. If our assets and liabilities were equally flexible
and moved concurrently, the impact of any increase or decrease in interest rates
on net interest income would be minimal.

         A simple interest rate "gap" analysis by itself may not be an accurate
indicator of how net interest income will be affected by changes in interest
rates. Accordingly, we also evaluate how the repayment of particular assets and
liabilities is impacted by changes in interest rates. Income associated with
interest-earning assets and costs associated with interest-bearing liabilities
may not be affected uniformly by changes in interest rates. In addition, the
magnitude and duration of changes in interest rates may have a significant
impact on net interest income. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
in different degrees to changes in market interest rates. Interest rates on
certain types of assets and liabilities fluctuate in advance of changes in
general market rates, while interest rates on other types may lag behind changes
in general market rates. In addition, certain assets, such as adjustable rate
mortgage loans, have features (generally referred to as interest rate caps and
floors), which limit changes in interest rates. Prepayment and early withdrawal
levels also could deviate significantly from those assumed in calculating the
interest rate gap. The ability of many borrowers to service their debts also may
decrease during periods of rising interest rates.

         Changes in interest rates also affect our liquidity position. We
currently price deposits in response to market rates and it is management's
intention to continue this policy. If deposits are not priced in response to
market rates, a loss of deposits could occur that would negatively affect our
liquidity position.

         At December 31, 2001, our cumulative one year interest rate-sensitivity
gap ratio was 118%. Our targeted ratio is 80% to 120% in this time horizon. This
indicates that our interest-earning assets will reprice during this period at a
rate faster than our interest-bearing liabilities.

         The following table sets forth the distribution of the repricing of our
interest-earning assets and interest-bearing liabilities as of December 31,
2001, the interest rate- sensitivity gap, the cumulative interest
rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
interest rate-sensitivity gap ratio. The table also sets forth the time periods
in which interest-earning assets and interest-bearing liabilities will mature or
may reprice in accordance with their contractual terms. However, the table does
not necessarily indicate the impact of general interest rate movements on the
net interest margin as the repricing of various categories of assets and
liabilities is subject to competitive pressures and the needs of our customers.
In addition, various assets and liabilities indicated as repricing within the
same period may in fact, reprice at different times within such period and at
different rates.


                                      -18-
<PAGE>
<TABLE>
<CAPTION>
                                                          After          After
                                                          Three           One
                                                          Months        Year but
                                           Within          but           Within           After
                                           Three          Within          Five            Five
                                           Months        One Year         Years           Years         Total
                                                                   (Dollars in Thousands)
<S>                                       <C>            <C>             <C>             <C>            <C>
Interest-earning assets:
     Federal funds sold                   $  5,301       $     --        $     --        $     --       $  5,301
     Securities                                 --             --           1,009           8,318          9,327
     Loans                                  94,332         15,037          11,971             818        122,158
                                          --------       --------        --------        --------       --------

                                            99,633         15,037          12,980           9,136        136,786
                                          --------       --------        --------        --------       --------

Interest-bearing liabilities:
     Interest-bearing demand
          deposits                          12,431             --              --              --         12,431
     Savings                                 9,156             --              --              --          9,156
     Certificates, less than
           100,000                           5,976         33,413          11,541              --         50,930
     Certificates, $100,000
          and over                          11,635         24,172           6,359              --         42,166
     Repurchase agreements                     586             --              --              --            586
                                          --------       --------        --------        --------       --------

                                            39,784         57,585          17,900              --        115,269
                                          --------       --------        --------        --------       --------

Interest rate sensitivity gap             $ 59,849       $(42,548)       $ (4,920)       $  9,136       $ 21,517
                                          ========       ========        ========        ========       ========

Cumulative interest rate
     sensitivity gap                      $ 59,849       $ 17,301        $ 12,381        $ 21,517
                                          ========       ========        ========        ========
Interest rate sensitivity
     gap ratio                                2.50           0.26            0.73              --
                                          ========       ========        ========        ========
Cumulative interest rate
     sensitivity gap ratio                    2.50           1.18            1.11            1.19
                                          ========       ========        ========        ========
</TABLE>

               SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA


         The tables and schedules on the following pages set forth certain
significant financial information and statistical data with respect to: the
distribution of our assets, liabilities and stockholders' equity, the interest
rates we experience; our investment portfolio; our loan portfolio, including
types of loans, maturities, and sensitivities of loans to changes in interest
rates and information on nonperforming loans; summary of the loan loss
experience and allowance for loan losses; types of deposits and the return on
equity and assets.


                                     - 19 -
<PAGE>

         DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS' EQUITY:
                    INTEREST RATES AND INTEREST DIFFERENTIALS

AVERAGE BALANCES

         The condensed average balance sheet for the years indicated is
presented below. (1)

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                               2001                2000
                                                                (Dollars in Thousands)
<S>                                                         <C>                 <C>
                   ASSETS

Cash and due from banks                                     $   2,547           $   2,386
Taxable securities                                              9,492               8,900
Securities valuation account                                       64                (236)
Federal funds sold                                              8,427               9,571
Loans (2)                                                      94,951              59,038
Allowance for loan losses                                      (1,271)               (868)
Other assets                                                    4,683               2,898
                                                            ---------           ---------
                                                            $ 118,893           $  81,689
                                                            =========           =========

Total interest-earning assets                               $ 112,870           $  77,509
                                                            =========           =========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
     Noninterest-bearing demand                             $  10,578           $   9,177
     Interest-bearing demand                                   10,270               9,164
     Savings                                                    8,035               5,969
     Time                                                      78,532              48,025
                                                            ---------           ---------
              Total deposits                                  107,415              72,335

     Repurchase agreements                                        559                  71
     Other liabilities                                            960                 506
                                                            ---------           ---------
              Total liabilities                               108,934              72,912
     Stockholders' equity                                       9,959               8,777
                                                            ---------           ---------
                                                            $ 118,893           $  81,689
                                                            =========           =========

     Total interest-bearing liabilities                     $  97,396           $  63,229
                                                            =========           =========
</TABLE>

         (1)      For each category, average balances were determined using the
                  daily average balances during the year.

         (2)      The average balance of nonaccrual loans included in average
                  loans for 2001 and 2000 was $108,000 and $28,000,
                  respectively.


                                     - 20 -
<PAGE>

INTEREST INCOME AND INTEREST EXPENSE

         The following tables set forth the amount of our interest income and
interest expense for each category of interest-earning assets and
interest-bearing liabilities and the average interest rate for total
interest-earning assets and total interest-bearing liabilities, net interest
spread and net yield on average interest-earning assets.

<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                            2001                         2000
                                                                    Average                      Average
                                                 Interest             Rate       Interest         Rate
                                                                  (Dollars in Thousands)
<S>                                              <C>                <C>          <C>             <C>
INTEREST INCOME:
     Interest and fees on loans (1)               $ 9,236             9.73%        $6,956            11.78%
     Interest on taxable securities                   618             6.51            582             6.54
     Interest on federal funds sold                   363             4.31            623             6.51
                                                  -------                          ------
     Total interest income                         10,217             9.05          8,161            10.53
                                                  -------                          ------

INTEREST EXPENSE:
     Interest on interest-bearing
       demand deposits                                352             3.43            349             3.80
     Interest on savings deposits                     330             4.11            289             4.85
     Interest on time deposits                      4,716             6.01          3,101             6.46
     Interest on repurchase agreements                 25             4.37              5             6.61
                                                  -------                          ------
     Total interest expense                         5,423             5.57          3,744             5.92
                                                  -------                          ------

NET INTEREST INCOME                               $ 4,794                          $4,417
                                                  -------                          ------

     Net interest spread                                               3.48%                          4.61%
                                                                       ====                           ====
     Net yield on average interest-earning
         assets                                                        4.25%                          5.70%
                                                                       ====                           ====
</TABLE>

         (1)      Interest and fees on loans includes $1,271,000 and $1,014,000
                  of loan fee income for the years ended December 31, 2001 and
                  2000, respectively. There was no interest income recognized on
                  nonaccrual loans during 2001 or 2000.

RATE AND VOLUME ANALYSIS

         The following table describes the extent to which changes in interest
rates and changes in volume of interest-earning assets and interest-bearing
liabilities have affected our interest income and expense during the year
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to:

         -        change in volume (change in volume multiplied by old rate);
         -        change in rate (change in rate multiplied by old volume); and
         -        a combination of change in rate and change in volume.


                                     - 21 -
<PAGE>

         The changes in interest income and interest expense attributable to
both volume and rate have been allocated proportionately on a consistent basis
to the change due to volume and the change due to rate.

<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                                    2001 vs. 2000
                                                                                    Changes Due To:
                                                                  Rate          Volume           Total
                                                                                (Dollars in Thousands)
         <S>                                                    <C>             <C>             <C>
         Increase (decrease) in:
              Income from interest-earning assets:
              Interest and fees on loans                        $(1,378)        $ 3,658         $ 2,280
              Interest on taxable securities                         (2)             38              36
              Interest on federal funds sold                       (192)            (68)           (260)
                                                                -------         -------         -------
                       Total interest income                     (1,572)          3,628           2,056
                                                                -------         -------         -------

              Expense from interest-bearing liabilities:
              Interest on interest-bearing
                demand deposits                                     (36)             39               3
              Interest on savings deposits                          (49)             90              41
              Interest on time deposits                            (231)          1,846           1,615
              Interest on repurchase agreements                      (2)             22              20
                                                                -------         -------         -------
                       Total interest expense                      (318)          1,997           1,679
                                                                -------         -------         -------

                       Net interest income                      $(1,254)        $ 1,631         $   377
                                                                =======         =======         =======
</TABLE>

                              INVESTMENT PORTFOLIO

TYPES OF INVESTMENTS

         The carrying amounts of securities at the dates indicated, which are
all classified as available-for-sale, are summarized as follows:

<TABLE>
<CAPTION>
                                                                  December 31,
                                                             2001              2000
                                                             (Dollars in Thousands)
        <S>                                                 <C>              <C>
        Mortgage-backed securities                          $ 2,242          $    --
        U.S. Government agencies                              7,085            9,039
                                                            -------          -------
                                                            $ 9,327          $ 9,039
                                                            =======          =======
</TABLE>

MATURITIES

         The amounts of securities, including the weighted average yield in each
category as of December 31, 2001, are shown in the following table according to
contractual maturity classifications one year or less, after one through five
years, after five through ten years and after ten years.


                                     - 22 -
<PAGE>

<TABLE>
<CAPTION>
                                                             After one               After five
                                  One year or less        through five years      through ten years
                                Amount       Yield (1)   Amount      Yield (1)   Amount        Yield (1)
<S>                             <C>          <C>        <C>          <C>         <C>           <C>
Mortgage-backed securities      $   --          --      $    --         - %       $1,394        5.61%
U.S. Government agencies            --          --        1,009        5.62        6,076        5.98
                                ------                  -------                   ------
                                $   --          --      $ 1,009        5.62%      $7,470        5.91%
                                ======                  =======                   ======

<CAPTION>
                                                After ten years               Total
                                           Amount       Yield (1)      Amount         Yield (1)
<S>                                        <C>          <C>            <C>            <C>
Mortgage-backed securities                 $ 848          5.91%        $2,242           5.72%
U.S. Government agencies                      --            --          7,085           5.93
                                           -----                       ------
                                           $ 848          5.91%        $9,327           5.88%
                                           =====                       ======
</TABLE>

         (1)      Yields were computed using coupon interest, adding discount
                  accretion or subtracting premium amortization, as appropriate,
                  on a ratable basis over the life of each security. The
                  weighted average yield for each maturity range was computed
                  using the carrying value of each security in that range.

LOAN PORTFOLIO

TYPES OF LOANS

         The amount of loans outstanding at the indicated dates is shown in the
following table according to the type of loan.

<TABLE>
<CAPTION>
                                                                     December 31,
                                                              2001                2000
                                                                (Dollars in Thousands)
        <S>                                                 <C>                 <C>
        Commercial                                          $  31,534           $  23,280
        Construction loans secured by real estate              56,859              26,709
        Commercial loans secured by real estate                27,902              16,586
        Consumer installment loans and other                    5,863               6,282
                                                            ---------           ---------
                                                              122,158              72,857
        Less allowance for loan losses                         (1,532)             (1,106)
                                                            ---------           ---------
                      Net loans                             $ 120,626           $  71,751
                                                            =========           =========
</TABLE>

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

         Total loans as of December 31, 2001 are shown in the following table
according to contractual maturity classifications one year or less, after one
year through five years, and after five years.


                                     - 23 -
<PAGE>

<TABLE>
<CAPTION>
                                             (Dollars in Thousands)
         <S>                                 <C>
         Commercial
              One year or less                      $ 38,882
              After one through five years            19,294
              After five years                         1,260
                                                    --------
                                                      59,436
         Construction
              One year or less                        55,939
              After one through five years               920
              After five years                            --
                                                    --------
                                                      56,859
         Other
              One year or less                         4,572
              After one through five years             1,275
              After five years                            16
                                                    --------
                                                       5,863

                                                    $122,158
                                                    ========
</TABLE>

         The following table summarizes loans at December 31, 2001 with the due
dates after one year that have predetermined and floating or adjustable interest
rates.

<TABLE>
<CAPTION>
                                                     (Dollars in Thousands)
          <S>                                        <C>
          Predetermined interest rates                     $11,032
          Floating or adjustable interest rates             11,733
                                                           -------
                                                           $22,765
                                                           =======
</TABLE>

RISK ELEMENTS

         Information with respect to nonaccrual, past due, and restructured
loans at December 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                              December 31,
                                                           2001         2000
                                                        (Dollars in Thousands)
        <S>                                                <C>          <C>
        Nonaccrual loans                                    $ 0          $ 0
        Loans contractually past due ninety
             days or more as to interest or
             principal payments and still accruing           50            0
        Restructured loans                                    0            0
        Potential problem loans                               0            0
        Interest income that would have been recorded
             on nonaccrual and restructured loans under
             original terms                                   6            1
        Interest income that was recorded on
             nonaccrual and restructured loans                0            0
</TABLE>


                                     - 24 -
<PAGE>

         Potential problem loans are defined as loans about which we have
serious doubts as to the ability of the borrower to comply with the present loan
repayment terms and which may cause the loan to be placed on nonaccrual status,
to become past due more than ninety days, or to be restructured.

         It is our policy to discontinue the accrual of interest income when, in
the opinion of management, collection of interest becomes doubtful. This status
is accorded interest when (1) there is a significant deterioration in the
financial condition of the borrower and full repayment of principal and interest
is not expected and (2) the principal or interest is more than ninety days past
due, unless the loan is both well-secured and in the process of collection.

         Loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been included in the table above
do not represent or result from trends or uncertainties that management
reasonably expects will materially impact future operating results, liquidity,
or capital resources. These classified loans do not represent material credits
about which management is aware of any information that causes management to
have serious doubts as to the ability of such borrowers to comply with the loan
repayment terms.

                         SUMMARY OF LOAN LOSS EXPERIENCE

         The following table summarizes average loan balances for the year
determined using the daily average balances during the year; changes in the
allowance for loan losses arising from loans charged off and recoveries on loans
previously charged off; additions to the allowance which have been charged to
operating expense; and the ratio of net charge-offs during the year to average
loans.

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                                 2001                2000
                                                                  (Dollars in Thousands)
        <S>                                                      <C>              <C>
        Average amount of loans outstanding                      $94,951          $59,038
                                                                 =======          =======
        Balance of allowance for loan losses
             at beginning of year                                $ 1,106          $   674
                                                                 -------          -------
        Loans charged off
             Commercial and financial                                 --               42
             Real estate mortgage                                     --               10
             Installment                                              --               --
                                                                 -------          -------
                                                                      --               52
                                                                 -------          -------
        Loans recovered
             Commercial and financial                                 --               --
             Real estate mortgage                                     --               --
             Installment                                              --               --
                                                                 -------          -------
                                                                      --               --
                                                                 -------          -------
        Net charge-offs                                               --               52
                                                                 -------          -------
        Additions to allowance charged to operating
             expense during year                                     426              484
                                                                 -------          -------
        Balance of allowance for loan losses
             at end of year                                      $ 1,532          $ 1,106
                                                                 =======          =======
        Ratio of net loans charged off during the
        year to average loans outstanding                             --%             .09%
                                                                 =======          =======
</TABLE>


                                     - 25 -
<PAGE>

ALLOWANCE FOR LOAN LOSSES

         The allowance for loan losses is maintained at a level that is deemed
appropriate by management to adequately cover all known and inherent risks in
the loan portfolio. Our evaluation of the loan portfolio includes a periodic
review of loan loss experience, current economic conditions that may affect the
borrower's ability to pay and the underlying collateral value of the loans.

         As of December 31, 2001 and 2000,the allocation of our allowance for
loan losses does not specifically correspond to the categories of loans listed
below. Based on our best estimate, the allocation of the allowance for loan
losses to types of loans, as of the indicated dates, is as follows:

<TABLE>
<CAPTION>
                                                          December 31, 2001                 December 31, 2000
                                                               Percent of loans in              Percent of loans in
                                                                 each category                     each category
                                                    Amount       to total loans       Amount       to total loans
                                                    ------     --------------------   ------    --------------------
                                                                     (Dollars in Thousands)
<S>                                                 <C>        <C>                   <C>        <C>
Commercial                                          $  411               26%          $  332               32%
Construction loans secured by real estate              820               47              442               37
Commercial loans secured by real estate                200               15              221               23
Consumer installment
     loans and other                                   101               12              111                8
                                                    ------           ------           ------           ------
                                                    $1,532              100%          $1,106              100%
                                                    ======           ======           ======           ======
</TABLE>

                                    DEPOSITS

         Average amount of deposits and average rates paid thereon, classified
as to noninterest-bearing demand deposits, interest-bearing demand deposits,
savings deposits, and time deposits is presented below. (1)

<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                           2001                              2000
                                                     Amount        Percent           Amount         Percent
                                                                 (Dollars in Thousands)
<S>                                                 <C>            <C>              <C>             <C>
Noninterest-bearing demand deposits                $ 10,578             --%         $ 9,177            -- %
Interest-bearing demand deposits                     10,270           3.43            9,164           3.80
Savings deposits                                      8,035           4.11            5,969           4.85
Time deposits                                        78,532           6.01           48,025           6.46
                                                   --------                         -------
                                                   $107,415                         $72,335
                                                   ========                         =======
</TABLE>

         (1)      Average balances were determined using the daily average
                  balances.

         The amounts of time certificates of deposit issued in amounts of
$100,000 or more as of December 31, 2001 are shown below by category, which is
based on time remaining until maturity of


                                     - 26 -
<PAGE>

three months or less, over three through six months, over six through twelve
months, and over twelve months.

<TABLE>
<CAPTION>
                                        (Dollars in Thousands)
     <S>                                <C>
     Three months or less                      $11,635
     Over three through six months               9,241
     Over six through twelve months             14,931
     Over twelve months                          6,359
                                               -------
              Total                            $42,166
                                               =======
</TABLE>

                    RETURN ON ASSETS AND STOCKHOLDERS' EQUITY

         The following rate of return information for the years indicated is
presented below.

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                                  2001           2000
        <S>                                                       <C>            <C>
        Return on assets (1)                                      0.35%           1.30%
        Return on equity (2)                                      4.20           12.14
        Dividend payout ratio (3)                                   --              --
        Equity to assets ratio (4)                                8.38           10.74
</TABLE>

         (1)      Net income divided by average total assets.
         (2)      Net income divided by average equity.
         (3)      Dividends declared per share of common stock divided by net
                  income per share.
         (4)      Average common equity divided by average total assets.


                                     - 27 -
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

         The financial statements of GBC Bancorp, Inc., the Notes to financial
statements and the Independent Auditors' Report of Mauldin & Jenkins, LLC,
independent certified public accountants, required by this Item 7 commence on
page F-1 and are incorporated herein by this reference. The Financial Statements
filed as part of this Annual Report on Form 10-KSB are listed in the Index to
Financial Statements below:

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE NO.
    <S>                                                                                                  <C>
    Independent Auditor's Report......................................................................     F-1
    Consolidated Balance Sheets as of December 31, 2001 and December 31, 2000.........................     F-2
    Consolidated Statements of Income for the Years Ended December 31, 2001 and December 31, 2000.....     F-3
    Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2001 and
    December 31, 2000.................................................................................     F-4
    Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2001 and
    December 31, 2000.................................................................................     F-5
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2001 and
    December 31, 2000.................................................................................     F-6
    Notes to Consolidated Financial Statements........................................................     F-7
</TABLE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth for the current members of our Board of
Directors and the Board of Directors of the Bank, our senior and executive
officers and the senior executive officers of the Bank, their names, addresses
and ages as of December 31, 2001, and the positions they hold.

<TABLE>
<CAPTION>
                    NAME             AGE                        POSITION HELD
         -------------------------   ---     -------------------------------------------------------
         <S>                         <C>     <C>
         Larry D. Key                 56     President, Chief Executive Officer and Chairman of the
                                             Company and the Bank

         John T. Hopkins III          60     Executive Vice President, Chief Financial Officer,
                                             Secretary and Treasurer of the Company and the Bank

         Michael A. Roy               56     Executive Vice President and Chief Credit Officer of the
                                             Bank

         Paul C. Birkhead             56     Senior Vice President and Senior Commercial Loan Officer
                                             of the Bank
</TABLE>


                                     - 28 -
<PAGE>

<TABLE>
<CAPTION>
                    NAME             AGE                        POSITION HELD
         -------------------------   ---     -------------------------------------------------------
         <S>                         <C>     <C>
         Michael L. Couch             46     Senior Vice President and Senior Construction Loan
                                             Officer of the Bank

         Jan Smith                    50     Senior Vice President and Senior Commercial Loan Officer
                                             of the Bank

         Marcia N. Watkins            56     Senior Vice President and Internal Auditor of the Bank

         James B. Ballard             57     Director of the Company and the Bank

         Jerry M. Boles               61     Director of the Company and the Bank

         W. H. Britt                  63     Director of the Company and the Bank

         Richard F. Combs             54     Director of the Company and the Bank

         William G. Hayes             63     Director of the Company and the Bank

         Douglas A. Langley           43     Director of the Company and the Bank

         Norris J. Nash               74     Director of the Company and the Bank

         J. Joseph Powell             57     Director of the Company and the Bank

         William S. Stanton, Jr.      46     Director of the Company and the Bank
</TABLE>

BIOGRAPHIES

         James B. Ballard has been a member of our Board of Directors since
1996. Mr. Ballard was the Chief Executive Officer, founder and a member of the
board of directors from 1972 until January 1996 of Spartan Constructors, Inc.
Mr. Ballard currently serves as President and Chief Executive Officer of The
Spartan Group, an industrial contractor serving the continental United States.

         Paul C. Birkhead has served as Senior Vice President and Senior
Commercial Loan Officer of the Bank since 1997. Mr. Birkhead was Executive Vice
President and Senior Lending Officer of Commercial Bank of Georgia from 1988
when Commercial Bank opened until July 1995 when he resigned to participate in
our organizing group. Mr. Birkhead was Group Vice President of Commercial
Lending of Heritage Bank from 1984 until November 1987, when Heritage merged
with Bank South, N.A. Mr. Birkhead was Vice President of Commercial Lending for
Bank South, N.A. until he resigned in January 1988 to join the organizing group
of Commercial Bank of Georgia.

         Jerry M. Boles has been a member of our Board of Directors since 1996.
Mr. Boles has been in the wholesale automotive after-market for 35 years. Mr.
Boles is owner and President of Boles Parts Supply, Inc., which was founded in
1964, with headquarters in Atlanta, Georgia and distribution warehouses in
Oklahoma City, Oklahoma; Tappahannock, Virginia and Dahlonega, Georgia.


                                     - 29 -
<PAGE>

         W. H. Britt has been a member of our Board of Directors since 1996. Mr.
Britt has been an active businessman in the Gwinnett County area since 1975. He
is the founder and owner of H & H Truck and Tractor, Inc., an equipment sales
company, and W. H. Britt and Associates, Inc., a real estate brokerage and
development company. Mr. Britt was an organizer of Gwinnett County Bank in 1972
and served as a director until 1987 when the bank was merged with Heritage Bank.

         Richard F. Combs has been a member of our Board of Directors since
1997. Mr. Combs is the Founder and President of Pureflow Ultraviolet, Inc., a
company specializing in ultraviolet disinfecting equipment, parts and services
to industrial clients since 1978. Mr. Combs also serves on the board of
directors of Added Communications of Georgia, Inc., a company that manufactures
telephone communications equipment.

         Michael L. Couch has served as Senior Vice President and Senior
Construction Loan Officer of the Bank since February 1998. Prior to February
1998, Mr. Couch served as Senior Vice President of Construction Lending for
Colonial Bank. Colonial Bank acquired Commercial Bank of Georgia in 1996. Mr.
Couch served as Senior Vice President of Commercial Bank of Georgia from 1988
until the merger with Colonial Bank in 1996.

         William G. Hayes has been a member of our Board of Directors since
1997. Mr. Hayes is President and Chairman of Hayes, James and Associates, an
engineering and survey company based in Duluth, Georgia. Mr. Hayes was a
director of the First National Bank of Gwinnett from 1984 to 1986.

         John T. Hopkins III has served as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of us and the Bank since 1996. Mr.
Hopkins was the Chief Financial Officer and Executive Vice President of
Commercial Bank of Georgia until he resigned in July 1996 to participate in our
organizing group. Mr. Hopkins was Chief Financial Officer and Chief Operating
Officer of Paragon Mortgage from 1993 to 1995. He was Chief Financial Officer of
West Corp., which operated commercial, electrical and mechanical contracting
companies, from 1989 to 1993. From 1985 to 1989, he was Internal Auditor and
Chief Financial Officer of Heritage Bank and Corporate Accountant of Williams
Service Group. Prior to 1985, Mr. Hopkins was a partner with H. H. Brunet and
Company, Certified Public Accountants, specializing in the financial services
industry.

         Larry D. Key has been President, Chief Executive Officer and Chairman
of us and the Bank since 1996. Mr. Key was the Executive Vice President and
Chief Lending Officer of Commercial Bank of Georgia from the merger of
Commercial Bank of Georgia and Commercial Bank of Gwinnett in March 1995 until
he resigned in July 1996 to participate in our organizing group and the Bank's
organizing group. Mr. Key served as President and Chief Executive Officer of the
former Commercial Bank of Georgia from 1994 until the merger. He served as
Executive Vice President and Chief Credit Officer of the former Commercial Bank
of Georgia from 1992 until 1994. Mr. Key was senior Vice President from the
opening of the former Commercial Bank of Georgia in 1988 until 1992. He was
Group Vice President and an advisory director of Heritage Bank from 1984 until
1987. Mr. Key managed Moores Building Center, Inc. in Dahlonega, Georgia from
1987 to 1988. Mr. Key served as a director of Commercial Bancorp of Georgia,
Inc. and Commercial Bank of Georgia from their initial organization in 1988
until July 1996.

         Douglas A. Langley has been a member of our Board of Directors since
1997. Mr. Langley is the current managing partner of Ashworth and Associates, a
CPA firm in Tucker and Lawrenceville, Georgia. He has been a member of the firm
since 1977. Mr. Langley is also a shareholder of Gwinnett Financial Services,
Inc. and is an investment advisor and holds insurance licenses.


                                     - 30 -
<PAGE>

         Norris J. Nash has been a member of our Board of Directors since 1996.
Mr. Nash is the President of Metropolitan Land Development and Investment
Corporation and Gwinnett-DeKalb, Inc. He has been a real estate developer since
1962. Mr. Nash has served as director of the former Gwinnett County Bank, and on
the Advisory Board of Wachovia Bank of Georgia, N.A. Mr. Nash was a member of
the House of Representatives for Gwinnett County, District 22, Post #1 from 1967
to 1969.

         J. Joseph Powell has been a member of our Board of Directors since
1997. Mr. Powell has been President of Joe Powell and Associates, Inc. since
1971 representing Liebert Corporation, provider of mechanical equipment for
computer operations.

         Michael A. Roy has served as Executive Vice President and Chief Credit
Officer of the Bank since 1997. He served as an Assistant Director and a Field
Manager with the Office of Thrift Supervision in Atlanta, Georgia, from 1988
through 1997 when he resigned to join the Bank. Prior to that time, he was Vice
President and Senior Lender at Capital-Union Savings, FA in Baton Rouge,
Louisiana for three years and was Executive Vice President and Director at
Citizens Savings and Loan Association in Baton Rouge, Louisiana for eight years.

         Jan Smith has served as Senior Vice President and Senior Commercial
Loan Officer of the Bank since March 2000. Prior to joining us, Mr. Smith was
employed in the same capacity for 10 years at Colonial Bank, which purchased
Commercial Bank of Georgia in 1996.

         William S. Stanton, Jr. has been a member of our Board of Directors
since 1996. Mr. Stanton is President of Print Direction, Inc. and Atlanta Screen
Print, Inc. Mr. Stanton has served as President of Print Direction since its
inception in 1984 and Atlanta Screen Print since 1988. He was an Account
Representative with Xerox Corporation from 1977 to 1981.

         Marcia N. Watkins has served as Senior Vice President of the Bank since
1996 and as Internal Auditor of the Bank since 2000. She served as Senior Vice
President and Chief Operations Officer of Commercial Bank of Georgia from its
inception in February 1988 to June 1996. Ms. Watkins was one of the original
seven employees involved in the opening of Gwinnett County Bank, a/k/a Heritage
Bank, in February 1971. Ms. Watkins served as Senior Operations Officer of
Heritage Trust from February 1986 to February 1988. Ms. Watkins held various
positions with the Heritage Bank, including Vice President and Cashier between
1971 and 1986.

         We are not subject to filings required by Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). We are filing this Annual
Report on Form 10-KSB pursuant to Section 15(d) of the Exchange Act.


                                     - 31 -
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following table provides information with respect to the annual
compensation for services in all capacities for 1999, 2000 and 2001 for our
Chief Executive Officer and Chief Financial Officer. No other officer earned
more than $100,000 in 2001.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                                       LONG TERM
                                                                   ANNUAL COMPENSATION(1)                           COMPENSATION(1)
                                                              -----------------------------------                   ---------------
                                                                                                                       SECURITIES
                                                                                                     OTHER ANNUAL      UNDERLYING
              NAME AND PRINCIPAL POSITION                     YEAR           SALARY        BONUS     COMPENSATION       OPTIONS
------------------------------------------------------        ----          --------      -------    ------------  ---------------
<S>                                                           <C>           <C>           <C>        <C>             <C>
Larry D. Key..........................................        2001          $157,300      $30,000     $ 10,794(2)            --
   President, Chief Executive Officer and Chairman            2000          $143,000           --           --           12,000
                                                              1999          $130,000           --           --           10,000

John T. Hopkins III...................................        2001          $114,950      $20,000           --               --
   Chief Financial Officer and Executive Vice                 2000          $104,500           --           --            9,000
   President                                                  1999          $ 95,000           --           --            7,500
</TABLE>

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

(1)      In accordance with the rules of the Securities and Exchange Commission,
         the compensation set forth in the table does not include medical, group
         life insurance or other benefits that are available to all salaried
         employees and certain perquisites and other benefits, securities or
         property that do not exceed the lesser of $50,000 or 10% of the
         officer's salary and bonus shown in the table.

(2)      Consists of 771 Deferred Fee Units received pursuant to our Deferred
         Fee Unit Plan in lieu of fees that Mr. Key would have otherwise
         received for his service on the Bank's Board of Directors.

         We did not make any individual grants of stock options during 2001 to
either Mr. Key or Mr. Hopkins, and neither Mr. Key nor Mr. Hopkins exercised any
options in 2001.

         The following table provides information regarding options exercised
and exercisable and unexercisable stock options held as of December 31, 2001, by
our Chief Executive Officer and Chief Financial Officer.

                          FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                     NUMBER OF SECURITIES UNDERLYING                VALUE OF UNEXERCISED IN-THE-MONEY
                                UNEXERCISED OPTIONS AT FISCAL YEAR-END(1)             OPTIONS AT FISCAL YEAR-END(1)
           NAME                         EXERCISABLE/UNEXERCISABLE                       EXERCISABLE/UNEXERCISABLE
--------------------------      -----------------------------------------           ---------------------------------
<S>                             <C>                                                 <C>
Larry D.  Key.............                      28,000/-                                      $112,000/$--
John T. Hopkins III.......                      21,500/-                                      $ 86,000/$--
</TABLE>

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

(1)      There was no public trading market for our common stock as of December
         31, 2001. Accordingly, these values have been calculated by determining
         the difference between the estimated fair market value of our common
         stock underlying the option as of December 31, 2001 ($14.00 per share)
         and the exercise price per share payable upon exercise of such options
         ($10.00 per share). The fair market value of our common stock was based
         on the per share offering price in our recent public offering.

STOCK OPTION PLAN

         In October 1999, our shareholders adopted the 1998 Stock Option Plan of
GBC Bancorp, Inc. Under the 1998 Option Plan, our Board of Directors, or the
Compensation Committee of our Board of Directors, has the flexibility to
determine the type and amount of awards to be granted to eligible participants.
The 1998 Option Plan is intended to secure for us and our shareholders the
benefits arising from ownership of our common stock by individuals employed or
retained by us or the Bank who will be


                                     - 32 -
<PAGE>

responsible for our future growth. The 1998 Option Plan is designed to help
attract and retain superior personnel for positions of substantial
responsibility with us and the Bank, including advisory relationships where
appropriate, and to provide individuals with an additional incentive to
contribute to our success.

         The Board or the Compensation Committee may make the following types of
grants under the 1998 Option Plan, each of which will be an "Award":

         -        incentive stock options; and

         -        nonqualified stock options.

         Officers, key employees, employee directors, consultants and other
independent contractors or agents of us or the Bank who are responsible for or
contribute to the management, growth or profitability of our business will be
eligible for selection by our Board of Directors or the Compensation Committee
to participate in the 1998 Option Plan, provided, however, that incentive stock
options may be granted only to a person employed by us or the Bank.

         The Georgia Department of Banking and Finance has placed certain
restrictions on the award of options under the 1998 Option Plan. In particular,
any option granted under the 1998 Option Plan may be subject to accelerated
exercise or forfeiture if GBC Bancorp's Tier 1 leverage capital falls below
certain minimum regulatory requirements. Additionally, since the Georgia
Department of Banking and Finance must grant prior approval to any shareholder
(including the shareholder's spouse and children) before a shareholder may own
more than 20% of our outstanding stock, the exercise of options may be limited
by the Georgia Department of Banking and Finance. The Georgia Department of
Banking and Finance may lift these restrictions in the future.

         We have authorized and reserved for issuance an aggregate of 180,000
shares of our common stock under the 1998 Option Plan. As of December 31, 2001,
we have granted options to purchase 178,500 shares of our common stock. The
shares of common stock issuable under the 1998 Option Plan are authorized but
unissued shares. If any of the Awards granted under the 1998 Option Plan expire,
terminate or are forfeited for any reason before they have been exercised,
vested or issued in full, the unused shares subject to those expired, terminated
or forfeited Awards will again be available for purposes of the 1998 Option
Plan. The 1998 Option Plan will continue in effect until December 14, 2008
unless sooner terminated under the general provisions of the 1998 Option Plan.

         The 1998 Option Plan is administered by the Board of Directors or upon
its delegation to the Compensation Committee of the Board of Directors, by the
Compensation Committee, consisting of not less than two directors who are
"non-employee directors." Subject to the foregoing limitations, as applicable,
the Board of Directors may from time to time remove members from the
Compensation Committee, fill all vacancies on the Compensation Committee,
however caused, and may select one of the members of the Compensation Committee
as its chairman. The Compensation Committee may hold meetings at such times and
places as they may determine, will keep minutes of their meetings, and may
adopt, amend and revoke rules and procedures in accordance with the terms of the
1998 Option Plan.

COMPENSATION OF DIRECTORS

         Our directors receive no fees, bonuses or payments for their service on
our Board of Directors. The Bank pays $500 to each director for each meeting of
the Board of Directors attended. Effective January 1, 2001, we established a
"Deferred Fee Unit" plan in which members of the Bank's Board of Directors and,
to the extent that we pay Directors' fees, our Board of Directors, may choose to
receive "deferred fee units" as consideration for their Directors' fees in lieu
of cash. The deferred fee units assigned to the Directors equal the number of
shares of our common stock that could be purchased at the then-current fair
market value of such shares with the amount of fees deferred. The deferred fee
units are available to be settled in cash at the then-current fair market value
of our common stock when the Director's service is terminated or there is a
change in control. The Director may receive a lump sum cash payment for the
value of the deferred fee units or defer cash payments for a period of up to ten
years. At December 31, 2001, 6,730 units have been assigned to the Bank's
Directors under this plan.


                                     - 33 -
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of our common
stock as of March 26, 2002, by each director, our Chief Executive Officer and
Chief Financial Officer, and all of our directors and our Chief Executive
Officer and Chief Financial Officer as a group. We know of no person that
beneficially owns more than 5% of our common stock.

<TABLE>
<CAPTION>
                                                                         NUMBER OF SHARES OF
                                                                             COMMON STOCK
               NAME AND ADDRESS OF BENEFICIAL OWNER                       BENEFICIALLY OWNED        PERCENTAGE
---------------------------------------------------------------          --------------------       -----------
<S>                                                                      <C>                        <C>
Larry D. Key (2) .............................................                   44,938                2.58%
3300 Jim Moore Road
Dacula, Georgia  30019

John T. Hopkins III (3).......................................                   31,510                1.82%
6504 Yacht Club Road
Flowery Branch, Georgia 30542

James B. Ballard (4) .........................................                   44,514                2.59%
2400 Bagley Road
Cumming, Georgia  30040

Jerry M. Boles (5) ...........................................                   31,700                1.85%
4435 Pemberton Cove
Alpharetta, Georgia  30022

W.  H. Britt (6) .............................................                   23,026                1.34%
3260 Brisco Road
Loganville, Georgia  30052

Richard F. Combs (7) .........................................                   62,643                3.65%
1985 Burgundy Drive
Braselton, Georgia  30517

W. Grant Hayes (8) ...........................................                   11,000                 .64%
412 Summit Ridge Drive
Lawrenceville, Georgia  30045

Douglas A. Langley (9) .......................................                   36,500                2.13%
270 Constitution Boulevard
Lawrenceville, Georgia  30045

Norris J. Nash (10) ..........................................                   52,813                3.07%
1176 Oleander Drive
Lilburn, Georgia  30247

J. Joseph Powell (11) ........................................                   46,965                2.74%
2335 Bagley Road
Cumming, Georgia  30041

William S. Stanton, Jr. (12) .................................                   48,710                2.84%
5081 Hodgrins Place
Lilburn, Georgia  30047

All directors and officers as a group (11 persons) ...........                  434,319               24.10%
</TABLE>

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

(1)      On a fully-diluted basis, except as otherwise indicated, the persons
         named in the table have sole voting and investment power with respect
         to all shares shown as beneficially owned by them. The information
         shown


                                     - 34 -
<PAGE>

         above is based upon information furnished by the named persons and
         based upon "beneficial ownership" concepts set forth in rules
         promulgated under the Exchange Act. Under such rules, a person is
         deemed to be a "beneficial owner" of a security if that person has or
         shares "voting power," which includes the power to vote or to direct
         the voting of such security, or "investment power," which includes the
         power to dispose or to direct the disposition of such security. A
         person is also deemed to be a beneficial owner of any security of which
         that person has the right to acquire beneficial ownership within 60
         days.

(2)      Includes options to purchase 28,000 shares of our common stock.

(3)      Includes options to purchase 21,500 shares of our common stock.

(4)      Includes 1,108 shares owned by Mr. Ballard's family members and options
         to purchase 6,700 shares of our common stock.

(5)      Includes options to purchase 6,700 shares of our common stock.

(6)      Includes 2,000 shares owned by Mr. Britt's family members and options
         to purchase 5,000 shares of our common stock.

(7)      Includes 5,882 shares owned by Mr. Combs' family members, and options
         to purchase 3,400 shares of our common stock.

(8)      Includes 2,143 shares owned by Mr. Hayes' family members, 2,500 shares
         owned by a company that Mr. Hayes controls, and options to purchase
         1,000 shares of our common stock.

(9)      Includes 3,600 shares owned by Mr. Langley's wife, 28,000 shares held
         by the Ashworth & Associates, P.C. 401(k) Profit Sharing Plan, for
         which Mr. Langley is the Trustee, and options to purchase 2,400 shares
         of our common stock.

(10)     Includes 7,000 shares owned by Mr. Nash's family members, 2,500 shares
         held by a general partnership that Mr. Nash controls, and options to
         purchase 6,700 shares of our common stock.

(11)     Includes 6,208 shares owned by Mr. Powell's family members, 10,714
         owned by a company that Mr. Powell controls, and options to purchase
         3,900 shares of our common stock.

(12)     Includes options to purchase 5,700 shares of our common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         It is possible that the Bank will have banking and other business
transactions in the ordinary course of business with our directors and officers
and the directors and officers of the Bank, including members of their families
or corporations, partnerships or other organizations in which such directors and
officers have a controlling interest. If such transactions occur, they will be
on substantially the same terms (including price, interest rate and collateral)
as those prevailing at the time for comparable transactions with unrelated
parties, and any banking transactions will not be expected to involve more than
the normal risk of collectability or present other unfavorable features to us.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits required by Item 601 of Regulation S-B.


                                     - 35 -
<PAGE>

<TABLE>
<CAPTION>
           Exhibit
           Number                               Description
           -------                              -----------
           <S>            <C>
             3.1          Articles of Incorporation of the Company, as amended
                          (filed as Exhibit 3.1 to the Registration Statement on
                          Form SB-2, as amended (Registration No. 333-19081)).

             3.2          Amended and Restated Bylaws (filed as Exhibit 3.2 to
                          the Registration Statement on Form SB-2, as amended,
                          Registration No. 333-52494).

             4.1          Specimen Common Stock Certificate (filed as Exhibit
                          4.2 to the Registration Statement on Form SB-2, as
                          amended (Registration No. 333-19081)).

             10.1         Escrow Agreement dated as of February 16, 2001, by and
                          between the Company and Gwinnett Banking Company
                          (filed as Exhibit 10.1 to the Registration Statement
                          on Form SB-2, as amended (Registration No.
                          333-52494)).

             10.2         1998 Stock Option Plan (filed as Exhibit 10.5 to the
                          Annual Report on Form 10-KSB for the year ended
                          December 31, 1998).

             10.3         Real Estate Commercial Lease Contract dated as of
                          January 1, 2000, by and between GBC Properties, LLC
                          and Gwinnett Banking Company (filed as Exhibit 10.4 to
                          the Annual Report on Form 10-KSB for the year ended
                          December 31, 1999).

             10.4         Real Estate Commercial Lease Contract dated as of July
                          26, 2000, by and between Northwinds Center, L.P. and
                          Gwinnett Banking Company (filed as Exhibit 10.4 to the
                          Annual Report on Form 10-KSB for the year ended
                          December 31, 2000).

             21.1         Subsidiaries of the Company (filed as Exhibit 21.1 to
                          the Registration Statement on Form SB-2, as amended
                          (Registration No. 333-19081)).

             23.1         Consent of Mauldin & Jenkins, LLC.

             99.1         Proxy Materials and Proxy for 2001 Annual
                          Shareholders' Meeting.
</TABLE>

(b)      Reports on Form 8-K filed in the fourth quarter of 2001:  None.

     SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
           SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

         We have not sent to our security holders any annual report covering our
last fiscal year. The proxy statement and form of proxy with respect to our 2001
annual shareholders' meeting is filed herewith as Exhibit 99.1.

         If such report or proxy material is furnished to security holders
subsequent to the filing of this Form 10-KSB, we shall furnish copies of such
material to the Securities and Exchange Commission when it is sent to security
holders.


                                     - 36 -
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            GBC BANCORP, INC.



                            By: /s/ Larry D. Key
                                -----------------------------------------------
                                Larry D. Key, President and Chief Executive
                                Officer

                            Date:  March 27, 2002

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant in the capacities and on
the date indicated.

            Signature                             Title
            ---------                             -----



/s/ Larry D. Key                     President, Chief Executive Officer and
---------------------------------    Chairman of the Company and the Bank
Larry D. Key



/s/ John T. Hopkins III              Executive Vice President, Chief Financial
---------------------------------    Officer, Secretary and Treasurer of the
John T. Hopkins III                  Company and the Bank



/s/ James B. Ballard                 Director of the Company and the Bank
---------------------------------
James B. Ballard



/s/ Jerry M. Boles                   Director of the Company and the Bank
---------------------------------
Jerry M. Boles



/s/ W. H. Britt                      Director of the Company and the Bank
---------------------------------
W. H. Britt



/s/ Richard F. Combs                 Director of the Company and the Bank
---------------------------------
Richard F. Combs



/s/ William G. Hayes                 Director of the Company and the Bank
---------------------------------
William G. Hayes



/s/ Douglas A. Langley               Director of the Company and the Bank
---------------------------------
Douglas A. Langley



/s/ Norris J. Nash                   Director of the Company and the Bank
---------------------------------
Norris J. Nash



/s/ J. Joseph Powell                 Director of the Company and the Bank
---------------------------------
J. Joseph Powell



/s/ William S. Stanton, Jr.          Director of the Company and the Bank
---------------------------------
William S. Stanton, Jr.


                                     - 37 -
<PAGE>


                               GBC BANCORP, INC.
                                 AND SUBSIDIARY

                         CONSOLIDATED FINANCIAL REPORT

                               DECEMBER 31, 2001


<PAGE>


                               GBC BANCORP, INC.
                                 AND SUBSIDIARY

                         CONSOLIDATED FINANCIAL REPORT
                               DECEMBER 31, 2001


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----

<S>                                                                                                                     <C>
INDEPENDENT AUDITOR'S REPORT...............................................................................................1

FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS...........................................................................................2
     CONSOLIDATED STATEMENTS OF INCOME.....................................................................................3
     CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ......................................................................4
     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY ......................................................................5
     CONSOLIDATED STATEMENTS OF CASH FLOWS.................................................................................6
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.........................................................................7-22
</TABLE>


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


TO THE BOARD OF DIRECTORS
GBC BANCORP, INC.
LAWRENCEVILLE, GEORGIA


         We have audited the accompanying consolidated balance sheets of GBC
BANCORP, INC. AND SUBSIDIARY as of December 31, 2001 and 2000, and the related
consolidated statements of income, comprehensive income, stockholders' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

         In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of GBC
Bancorp, Inc. and subsidiary as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States
of America.


                                    /s/ MAULDIN & JENKINS, LLC


Atlanta, Georgia
January 29, 2002


<PAGE>
                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                     Assets                                 2001              2000
                                     ------                            -------------     -------------

<S>                                                                    <C>               <C>
Cash and due from banks                                                $   4,347,480     $   4,111,520
Federal funds sold                                                         5,301,000        17,805,000
Securities available-for-sale                                              9,327,376         9,038,850

Loans                                                                    122,157,943        72,857,528
Less allowance for loan losses                                             1,532,300         1,106,184
                                                                       -------------     -------------
          Loans, net                                                     120,625,643        71,751,344

Premises and equipment                                                       809,535           774,044
Other assets                                                               4,500,319         3,572,826
                                                                       -------------     -------------

          TOTAL ASSETS                                                 $ 144,911,353     $ 107,053,584
                                                                       =============     =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
    Noninterest-bearing                                                $  11,241,302     $  10,561,186
    Interest-bearing                                                     114,683,007        85,784,789
                                                                       -------------     -------------
           Total deposits                                                125,924,309        96,345,975
    Securities sold under repurchase agreements                              585,997              --
    Other liabilities                                                        982,958         1,146,182
                                                                       -------------     -------------
          TOTAL LIABILITIES                                              127,493,264        97,492,157
                                                                       -------------     -------------

Commitments and contingencies

Stockholders' equity
    Common stock, par value $1; 3,000,000 shares authorized;
       1,502,216 and 951,580 issued and outstanding, respectively          1,502,216           951,580
    Capital surplus                                                       15,364,153         8,540,327
    Retained earnings                                                        494,924            76,577
    Accumulated other comprehensive income (loss)                             56,796            (7,057)
                                                                       -------------     -------------

          TOTAL STOCKHOLDERS' EQUITY                                      17,418,089         9,561,427
                                                                       -------------     -------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 144,911,353     $ 107,053,584
                                                                       =============     =============
</TABLE>


                                       2

<PAGE>


                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                     YEARS ENDED DECEMBER 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                                                            2001              2000
                                                                       -------------     -------------

<S>                                                                    <C>               <C>

Interest income
    Loans                                                              $   9,235,601     $   6,955,885
    Taxable securities                                                       617,828           581,819
    Federal funds sold                                                       363,241           622,982
                                                                       -------------     -------------
          Total interest income                                           10,216,670         8,160,686
                                                                       -------------     -------------

Interest expense
      Deposits                                                             5,398,383         3,739,024
      Other borrowings                                                        24,388             4,692
                                                                       -------------     -------------
           Total interest expense                                          5,422,771         3,743,716
                                                                       -------------     -------------

          Net interest income                                              4,793,899         4,416,970
Provision for loan losses                                                    426,116           483,706
                                                                       -------------     -------------
          Net interest income after provision for loan losses              4,367,783         3,933,264
                                                                       -------------     -------------

Other income
    Service charges on deposit accounts                                      129,953           119,015
    Other operating income                                                   258,446           160,130
                                                                       -------------     -------------
          Total other income                                                 388,399           279,145
                                                                       -------------     -------------

Other expenses
    Salaries and employee benefits                                         2,344,811         1,792,196
    Equipment and occupancy expenses                                         914,358           735,646
    Other operating expenses                                                 911,977           665,445
                                                                       -------------     -------------
          Total other expenses                                             4,171,146         3,193,287
                                                                       -------------     -------------

          Income before income taxes                                         585,036         1,019,122

Income tax expense (benefit)                                                 166,689           (46,665)
                                                                       -------------     -------------

                    Net income                                         $     418,347     $   1,065,787
                                                                       =============     =============

Basic earnings per share                                               $        0.44     $        1.12
                                                                       =============     =============

Diluted earnings per share                                             $        0.42     $        1.12
                                                                       =============     =============
</TABLE>

                See Notes to Consolidated Financial Statements.



                                       3
<PAGE>


                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                          2001                 2000
                                                                       -------------     -------------
<S>                                                                    <C>               <C>
Net income                                                             $     418,347     $   1,065,787

Other comprehensive income :

        Unrealized holding gains on securities
            available-for-sale arising during period, net of
            tax (benefits)  of $39,136 and $(4,325)                           63,853           251,733
                                                                       -------------     -------------

Comprehensive income                                                   $     482,200     $   1,317,520
                                                                       =============     =============
</TABLE>





                See Notes to Consolidated Financial Statements.


                                       4
<PAGE>


                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                 Common Stock                         Retained         Other            Total
                                      ---------------------------     Capital         Earnings      Comprehensive   Stockholders'
                                          Shares      Par Value       Surplus        (Deficit)      Income (Loss)      Equity
                                      ------------   ------------   ------------    ------------    ------------    ------------
<S>                                   <C>            <C>            <C>             <C>             <C>             <C>
BALANCE, DECEMBER 31, 1999                 951,580   $    951,580   $  8,540,327    $   (989,210)   $   (258,790)   $  8,243,907
    Net income                                --             --             --         1,065,787            --         1,065,787
    Other comprehensive income                --             --             --              --           251,733         251,733
                                      ------------   ------------   ------------    ------------    ------------    ------------
BALANCE, DECEMBER 31, 2000                 951,580        951,580      8,540,327          76,577          (7,057)      9,561,427
    Net income                                --             --             --           418,347            --           418,347
    Issuance of common stock               550,636        550,636      7,158,268            --              --         7,708,904
    Stock offering costs                      --             --         (334,442)           --              --          (334,442)
    Other comprehensive income                --             --             --              --            63,853          63,853
                                      ------------   ------------   ------------    ------------    ------------    ------------
BALANCE, DECEMBER 31, 2001               1,502,216   $  1,502,216   $ 15,364,153    $    494,924    $     56,796    $ 17,418,089
                                      ============   ============   ============    ============    ============    ============

</TABLE>

                See Notes to Consolidated Financial Statements.



                                        5

<PAGE>

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                                                                   2001               2000
                                                                              -------------     -------------
<S>                                                                           <C>               <C>
OPERATING ACTIVITIES
    Net income                                                                $     418,347     $   1,065,787
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                                289,366           248,459
        Deferred income taxes                                                      (133,232)         (464,515)
        Gain on sale of loans                                                          --             (28,899)
        Gain on sale of other real estate owned                                      (2,618)          (12,212)
        Provision for loan losses                                                   426,116           483,706
        (Increase) decrease in interest receivable                                  120,383          (565,394)
        Increase (decrease) in interest payable                                      (5,052)          329,213
        Increase (decrease) in income taxes payable                                (364,929)          397,901
        Other operating activities                                                  150,806           131,399
                                                                              -------------     -------------

              Net cash provided by operating activities                             899,187         1,585,445
                                                                              -------------     -------------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale                                   (9,525,611)       (1,954,450)
    Proceeds from maturities of securities available-for-sale                     9,340,074              --
    Net (increase) decrease in federal funds sold                                12,504,000       (11,155,000)
    Proceeds from sale of loans                                                        --             773,330
    Net increase in loans                                                       (49,826,809)      (30,489,740)
    Purchase of premises and equipment                                             (324,857)         (530,875)
    Proceeds from sale of other real estate owned                                   533,092         1,092,121
    Purchase of life insurance policies                                            (933,000)         (933,000)
                                                                              -------------     -------------

            Net cash used in investing activities                               (38,233,111)      (43,197,614)
                                                                              -------------     -------------

FINANCING ACTIVITIES
    Net increase in deposits                                                     29,578,334        42,562,133
    Net increase in securities sold under repurchase agreements                     585,997              --
    Proceeds from sale of common stock                                            7,708,904              --
    Increase in stock offering costs                                               (303,351)          (31,091)
                                                                              -------------     -------------

            Net cash provided by financing activities                            37,569,884        42,531,042
                                                                              -------------     -------------

Net increase in cash and due from banks                                             235,960           918,873

Cash and due from banks at beginning of year                                      4,111,520         3,192,647
                                                                              -------------     -------------

Cash and due from banks at end of year                                        $   4,347,480     $   4,111,520
                                                                              =============     =============

SUPPLEMENTAL DISCLOSURES Cash paid for:
            Interest                                                          $   5,427,823     $   3,414,503

            Income taxes                                                      $     664,850     $      19,949

NONCASH TRANSACTION
    Principal balances of loans transferred to other real estate owned        $     526,394     $   1,121,909
</TABLE>


                See Notes to Consolidated Financial Statements.



                                      6

<PAGE>


                               GBC BANCORP, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         GBC Bancorp, Inc. (the "Company") is a bank holding company whose
         business is conducted by its wholly-owned subsidiary, Gwinnett Banking
         Company (the "Bank"). The Bank is a commercial bank located in
         Lawrenceville, Gwinnett County, Georgia with a branch in Alpharetta,
         Fulton County, Georgia. The Bank provides a full range of banking
         services in its primary market area of Gwinnett County and surrounding
         counties.

         BASIS OF PRESENTATION

         The consolidated financial statements include the accounts of the
         Company and its subsidiary. Significant intercompany transactions and
         balances are eliminated in consolidation.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities as of the balance sheet date and the reported amounts of
         revenues and expenses during the reporting period. Actual results
         could differ from those estimates. Material estimates that are
         particularly susceptible to significant change in the near term relate
         to the determination of the allowance for loan losses, the valuation
         of foreclosed real estate, and deferred taxes.

         CASH, DUE FROM BANKS AND CASH FLOWS

         For purposes of reporting cash flows, cash and due from banks includes
         cash on hand, cash items in process of collection and amounts due from
         banks. Cash flows from loans, federal funds sold, deposits, and
         securities sold under repurchase agreements are reported net.

         The Company maintains amounts due from banks which, at times, may
         exceed federally insured limits. The Company has not experienced any
         losses in such accounts.

         SECURITIES

         Debt securities that management has the positive intent and ability to
         hold to maturity are classified as held-to-maturity and recorded at
         amortized cost. Securities not classified as held-to-maturity are
         classified as available-for-sale and recorded at fair value with
         unrealized gains and losses excluded from earnings and reported in
         other comprehensive income.

         Interest and dividends, amortization of premiums and accretion of
         discounts are recognized in interest income. Gains and losses on the
         sale of securities are determined using the specific identification
         method. Declines in the fair value of held-to-maturity and
         available-for-sale securities below their cost that are deemed to be
         other than temporary are reflected in earnings as realized losses.


                                       7
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         LOANS

         Loans are reported at their outstanding unpaid principal balances less
         deferred fees and the allowance for loan losses. Interest income is
         accrued on the unpaid balance.

         Nonrefundable loan fees and costs incurred for loans are deferred and
         recognized in income over the estimated life of the loans.

         The accrual of interest on loans is discontinued when, in management's
         opinion, the borrower may be unable to meet payments as they become
         due, unless the loan is well-secured. All interest accrued but not
         collected for loans that are placed on nonaccrual or charged off is
         reversed against interest income. Interest income on nonaccrual loans
         is subsequently recognized only to the extent cash payments are
         received, until the loan is returned to accrual status.

         The allowance for loan losses is established through a provision for
         loan losses charged to expense. Loan losses are charged against the
         allowance when management believes the collectibility of the principal
         is unlikely. Subsequent recoveries are credited to the allowance.

         The allowance is an amount that management believes will be adequate
         to absorb estimated losses in the loan portfolio. The allowance for
         loan losses is evaluated on a regular basis by management and is based
         upon management's periodic review of the collectibility of the loans
         in light of historical experience, the nature and volume of the loan
         portfolio, adverse situations that may affect the borrower's ability
         to repay, estimated value of any underlying collateral and prevailing
         economic conditions. This evaluation is inherently subjective as it
         requires estimates that are susceptible to significant revision as
         more information becomes available. In addition, regulatory agencies,
         as an integral part of their examination process, periodically review
         the Company's allowance for loan losses, and may require the Company
         to make additions to the allowance based on their judgment about
         information available to them at the time of their examinations.

         A loan is considered impaired when it is probable the Company will be
         unable to collect all principal and interest payments due in
         accordance with the contractual terms of the loan agreement. Impaired
         loans are measured by either the present value of expected future cash
         flows discounted at the loan's effective interest rate, the loan's
         obtainable market price, or the fair value of the collateral if the
         loan is collateral dependent. The amount of impairment, if any, and
         any subsequent changes are included in the allowance for loan losses.

         PREMISES AND EQUIPMENT

         Premises and equipment are carried at cost less accumulated
         depreciation. Depreciation is computed principally by the
         straight-line method over the estimated useful lives of the assets.


                                       8
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         OTHER REAL ESTATE OWNED

         Other real estate owned represents properties acquired through
         foreclosure. Other real estate owned is held for sale and is carried
         at the lower of cost or fair value less estimated costs of disposal.
         Any write-down to fair value at the time of transfer to other real
         estate owned is charged to the allowance for loan losses. Revenue and
         expenses from operations and changes in the valuation allowance are
         included in net expenses from foreclosed assets. The carrying amount
         of other real estate owned at December 31, 2001 and 2000 was $0 and
         $42,000, respectively.

         TRANSFERS OF FINANCIAL ASSETS

         Transfers of financial assets are accounted for as sales, when control
         over the assets has been surrendered. Control over transferred assets
         is deemed to be surrendered when (1) the assets have been isolated
         from the Company, (2) the transferee obtains the right (free of
         conditions that constrain it from taking advantage of that right) to
         pledge or exchange the transferred assets, and (3) the Company does
         not maintain effective control over the transferred assets through an
         agreement to repurchase them before their maturity.

         INCOME TAXES

         Deferred income tax assets and liabilities are determined using the
         balance sheet method. Under this method, the net deferred tax asset or
         liability is determined based on the tax effects of the temporary
         differences between the book and tax bases of the various balance
         sheet assets and liabilities and gives current recognition to changes
         in tax rates and laws.

         STOCK COMPENSATION PLANS

         Statement of Financial Accounting Standards ("SFAS") No. 123,
         Accounting for Stock-Based Compensation, encourages all entities to
         adopt a fair value based method of accounting for employee stock
         compensation plans, whereby compensation cost is measured at the grant
         date based on the value of the award and is recognized over the
         service period, which is usually the vesting period. However, it also
         allows an entity to continue to measure compensation cost for those
         plans using the intrinsic value based method of accounting prescribed
         by Accounting Principles Board Opinion No. 25, Accounting for Stock
         Issued to Employees, whereby compensation cost is the excess, if any,
         of the quoted market price of the stock at the grant date (or other
         measurement date) over the amount an employee must pay to acquire the
         stock. Stock options issued under the Company's stock option plan have
         no intrinsic value at the grant date, and under Opinion No. 25 no
         compensation cost is recognized for them. The Company has elected to
         continue with the accounting methodology in Opinion No. 25 and, as a
         result, has provided pro forma disclosures of net income and earnings
         per share and other disclosures, as if the fair value based method of
         accounting had been applied.

         EARNINGS PER SHARE

         Basic earnings per share are computed by dividing net income by the
         weighted average number of shares of common stock outstanding. Diluted
         earnings per share are computed by dividing net income by the sum of
         the weighted-average number of shares of common stock outstanding and
         potential common shares. Potential common shares consist of stock
         options.


                                       9
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         COMPREHENSIVE INCOME

         Accounting principles generally require that recognized revenue,
         expenses, gains and losses be included in net income. Although certain
         changes in assets and liabilities, such as unrealized gains and losses
         on available-for-sale securities, are reported as a separate component
         of the equity section of the balance sheet, such items, along with net
         income, are components of comprehensive income.


NOTE 2.  SECURITIES

         The amortized cost and fair value of securities are summarized as
         follows:

<TABLE>
<CAPTION>
                                                          GROSS      GROSS
                                            AMORTIZED   UNREALIZED  UNREALIZED       FAIR
                                              COST        GAINS      LOSSES         VALUE
                                           -----------   --------   ----------    -----------
         <S>                               <C>              <C>      <C>          <C>
         SECURITIES AVAILABLE-FOR-SALE
            DECEMBER 31, 2001:
            U. S. GOVERNMENT AND
               AGENCY SECURITIES           $6,990,696    $96,064    $ (1,684)     $7,085,076
            MORTGAGE-BACKED SECURITIES      2,245,073        431      (3,204)      2,242,300
                                           -----------   --------   ----------    -----------
                                           $9,235,769    $96,495    $ (4,888)     $9,327,376
                                           ===========   ========   ==========    ===========

         Securities Available-for-Sale
            December 31, 2000:
            U. S. Government and
               agency securities           $9,050,232    $37,817    $(49,199)     $9,038,850
                                           ===========   ========   ==========    ===========
</TABLE>

         Securities with a carrying value of $2,551,225 and $2,486,515 at
         December 31, 2001 and 2000, respectively, were pledged to secure
         public deposits and for other purposes required or permitted by law.

         The amortized cost and fair value of securities as of December 31,
         2001 by contractual maturity are shown below. Maturities may differ
         from contractual maturities of mortgage-backed securities because the
         mortgages underlying the securities may be called or repaid without
         penalty, Therefore, these securities are not included in the maturity
         categories in the following summary.

<TABLE>
<CAPTION>
                                               AMORTIZED        FAIR
                                                 COST           VALUE
                                               -----------    -----------

         <S>                                   <C>            <C>
         Due from one to five years            $1,000,000     $1,008,800
         Due from five to ten years             5,990,696      6,076,276
         Mortgage-backed securities             2,245,073      2,242,300
                                               -----------    -----------
                                               $9,235,769     $9,327,376
                                               ===========    ===========
</TABLE>


                                      10
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.  LOANS

         The composition of loans is summarized as follows:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                ---------------------------
                                                                    2001           2000
                                                                ------------    -----------

         <S>                                                    <C>             <C>
         Commercial                                             $ 31,534,171    $23,279,619
         Commercial loans secured by real estate                  27,901,411     16,586,376
         Construction loans secured by real estate                57,050,303     26,834,971
         Consumer installment and other                            5,863,010      6,282,574
                                                                ------------    -----------
                                                                 122,348,895     72,983,540
         Deferred fees                                              (190,952)      (126,012)
         Allowance for loan losses                                (1,532,300)    (1,106,184)
                                                                ------------    -----------
         Loans, net                                             $120,625,643    $71,751,344
                                                                ============    ===========
</TABLE>

         Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         -------------------------------
                                                            2001                 2000
                                                         ----------            ---------

<S>                                                      <C>                   <C>
Balance, beginning of year                               $1,106,184            $ 674,143
   Provision for loan losses                                426,116              483,706
   Loans charged off                                             --              (51,665)
   Recoveries of loans previously charged off                    --                   --
                                                         ----------            ---------
  Balance, end of year                                   $1,532,300           $1,106,184
                                                         ==========            =========
</TABLE>

         Management has identified no material amounts of impaired loans as of
         December 31, 2001 and 2000, respectively. The average recorded
         investment in impaired loans for 2001 and 2000 was $107,800 and
         $27,521, respectively. Interest income recognized on impaired loans
         for cash payments received was not material for the years ended
         December 31, 2001 and 2000.

         In the ordinary course of business, the Company has granted loans to
         certain related parties, including directors, executive officers, and
         their affiliates. The interest rates on these loans were substantially
         the same as rates prevailing at the time of the transaction and
         repayment terms are customary for the type of loan. Changes in related
         party loans for the year ended December 31, 2001 are as follows:

<TABLE>
         <S>                                    <C>
         Balance, beginning of year             $ 5,150,905
            Advances                              3,164,397
            Repayments                           (2,623,190)
                                                -----------
         Balance, end of year                   $ 5,692,112
                                                ===========
</TABLE>


                                      11
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  PREMISES AND EQUIPMENT

         Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                  ---------------------------------
                                                        2001              2000
                                                  ---------------   ---------------

        <S>                                       <C>               <C
        Equipment                                    $1,324,374       $1,150,938
        Leasehold improvements                          316,815          207,874
                                                      ----------      ----------
                                                     $1,641,189       $1,358,812

        Accumulated depreciation                       (831,654)        (584,768)
                                                     ----------        ----------
                                                      $ 809,535        $ 774,044
                                                     ==========        ==========
</TABLE>


NOTE 5.  DEPOSITS

         The aggregate amount of time deposits in denominations of $100,000 or
         more at December 31, 2001 and 2000 was $42,165,973 and $37,338,995,
         respectively. The Company had brokered certificates of deposit at
         December 31, 2001 and 2000 of $ -- and $2,769,000, respectively. The
         scheduled maturities of time deposits at December 31, 2001 are as
         follows:

<TABLE>
         <S>                        <C>
         2002                       $75,195,353
         2003                        15,181,610
         2004                         2,719,385
                                    -----------
                                    $93,096,348
                                    ===========
</TABLE>


NOTE 6.  SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

         Securities sold under repurchase agreements, which are secured
         borrowings, generally mature within one to four days from the
         transaction date. Securities sold under repurchase agreements are
         reflected at the amount of cash received in connection with the
         transactions. The Company may be required to provide additional
         collateral based on the fair value of the underlying securities. The
         Company monitors the fair value of the underlying securities on a
         daily basis. Securities sold under repurchase agreements at December
         31, 2001 and 2000 were $585,997 and $ --, respectively.


NOTE 7.  DEFERRED COMPENSATION PLANS

         The Company has a deferred compensation plan providing for death and
         retirement benefits for its executive officers. The estimated amounts
         to be paid under the compensation plan are being funded through the
         purchase of life insurance policies on the executive officers. The
         balance of the policy cash surrender values included in other assets
         at December 31, 2001 and 2000 is $2,911,868 and $1,894,784,
         respectively. Income recognized on the policies amounted to $84,084
         and $26,290 for the years ended December 31, 2001 and 2000,
         respectively. There was no deferred compensation liability or expense
         recognized as of and for the years ended December 31, 2001 or 2000.

         Effective January 1, 2001, the Company established a "Deferred Stock
         Unit" plan in which members of the Board of Directors may choose to
         receive "deferred fee units" as consideration for their directors'
         fees in lieu of cash. The deferred fee units assigned to the members
         equal the number of shares of common stock that could be purchased at
         the fair market value with the amount of fees deferred. The units are
         available to be settled in cash when the member terminates service as
         a director or there is a change in control of the Company at the fair
         market value of the Company's common stock. The member may receive a
         lump sum cash payment for the value of the units or defer cash
         payments for a period of up to ten years. At December 31, 2001, 6,730
         units have been assigned to the members under this plan. The fair
         market value of the units included in other liabilities amounted to
         $94,200 at December 31, 2001.


                                      12
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8.  INCOME TAXES

         Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                         -------------------------
                                                           2001            2000
                                                         --------       ----------

         <S>                                             <C>            <C>
         Current                                         $ 299,921      $  417,850
         Deferred                                         (133,232)       (121,069)
         Change in valuation allowance                          -         (343,446)
                                                         ---------      ----------
                 Income tax expense (benefit)            $ 166,689      $  (46,665)
                                                         =========      ==========
</TABLE>

         The Company's income tax expense (benefit) differs from the amounts
         computed by applying the federal income tax statutory rates to income
         before income taxes. A reconciliation of the differences is as
         follows:

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                        ----------------------------------------------------------
                                                  2001                             2000
                                        -------------------------          -----------------------
                                         AMOUNT           PERCENT           Amount         Percent
                                        ---------         -------          ---------       -------

<S>                                     <C>                  <C>           <C>                  <C>
Income taxes at statutory rate          $ 198,912            34%           $ 346,501            34%
Change in valuation allowance                  --            --             (343,446)          (34)
Other                                     (32,223)           (5)             (49,720)           (5)
                                        ---------           ---            ---------           ---
Income tax expense (benefit)            $ 166,689           29%            $ (46,665)           (5)%
                                        =========           ===            =========           ===
</TABLE>

         The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                       ------------------------
                                                                         2001            2000
                                                                       ---------      ---------

         <S>                                                           <C>            <C>
         Deferred tax assets:
           Loan loss reserves                                          $495,169       $334,369
           Loan fees                                                     72,057         47,552
           Preopening and organization expenses                          59,333        130,323
           Depreciation                                                  21,137          2,220
           Securities available-for-sale                                    -            4,325
                                                                       ---------      ---------
                                                                        647,696        518,789
                                                                       ---------      ---------

         Deferred tax liabilities, securities available-for-sale         34,811            -
                                                                       ---------      ---------

         Net deferred tax assets                                       $612,885       $518,789
                                                                       =========      =========
</TABLE>


                                      13
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9.  RELATED PARTY TRANSACTIONS AND LEASES

         The Company leases its main office banking facilities under a
         noncancelable operating lease agreement from GBC Properties, LLC, a
         partnership formed by the organizers of the Company. The lease term is
         for fifteen years with the monthly rental payment adjusting every
         fifth year for changes in the Consumer Price Index. The Company also
         leases its branch facilities under a noncancelable operating lease
         from a third party. The initial lease term is for five years with the
         monthly rental payment increasing every year by 3%. The lease also
         includes two five-year extension terms. Both lease agreements require
         the Company to pay normal operating and occupancy expenses of the
         facilities. The total minimum rental commitments under the leases at
         December 31, 2001 are due as follows:

<TABLE>
<S>                                                    <C>
During the next five years                             $1,990,680
During the remaining term of the leases                 3,287,333
                                                       ----------
                                                       $5,278,013
                                                       ==========
</TABLE>

         Total rental expense is summarized as follows:

<TABLE>
<CAPTION>
                             YEARS ENDED DECEMBER 31,
                             --------------------------
                               2001              2000
                             --------          --------

<S>                          <C>               <C>
GBC Properties, LLC          $286,596          $286,596
Other third parties           111,743             9,295
                             --------          --------
                             $398,339          $295,891
                             ========          ========
</TABLE>

NOTE 10. STOCK COMPENSATION PLAN

         The Company has reserved 180,000 shares of common stock for issuance
         to key employees and directors under an incentive stock option plan.
         The options granted are exercisable at a price of $10 and expire ten
         years from the grant date.

         Other pertinent information related to the options is as follows:

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                    --------------------------------------------------
                                                            2001                          2000
                                                    ---------------------        ---------------------
                                                                  WEIGHTED-                    Weighted-
                                                                  AVERAGE                      average
                                                                  EXERCISE                     Exercise
                                                    NUMBER         PRICE         Number         Price
                                                    -------        ------        -------        ------

<S>                                                <C>            <C>           <C>            <C>
Under option, beginning of year                     178,500        $10.00        103,500        $10.00
   Granted                                               --            --         75,000         10.00
   Exercised                                             --            --             --            --
   Terminated                                            --            --             --            --
                                                   --------                      ------
Under option, end of year                           178,500         10.00        178,500         10.00
                                                   ========                      ======
Exercisable, end of year                            178,500         10.00        141,000         10.00
                                                   ========                      ======

Weighted average remaining contractual life        8 years                       9 years

Weighted average fair value of
   options granted during the year                 $     --                      $  4.59
                                                   ========                      ======
</TABLE>


                                      14
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10. STOCK COMPENSATION PLAN (CONTINUED)

         The Company applies Opinion 25 and related Interpretations in
         accounting for the stock option plan. Accordingly, no compensation
         cost has been recognized. Had compensation cost for the stock option
         plan been determined based on the fair value at the grant dates for
         awards under the plan consistent with the method prescribed by SFAS
         No. 123, net income and earnings per share would have been adjusted to
         the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                           2001              2000
                                                        --------          -----------

<S>                                                     <C>               <C>
 Net income               As reported                   $418,347          $1,065,787
                          Pro forma                     $311,306          $  958,746

 Earnings per share       As reported                   $    .44          $     1.12
                          Pro forma                     $    .33          $     1.01

 Earnings per share -     As reported                   $    .42          $     1.12
   assuming dilution      Pro forma                     $    .32          $     1.01
</TABLE>

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions:

<TABLE>
<CAPTION>
                                            YEAR ENDED
                                           DECEMBER 31,
                                               2000
                                         ------------------

          <S>                            <C>
          Dividend yield                            0%
          Expected life                      10 years
          Expected volatility                       0%
          Risk-free interest rate                6.23%
</TABLE>


NOTE 11. EARNINGS PER SHARE

         Presented below is a summary of the components used to calculate basic
         and diluted earnings per share.

<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                        ---------------------
                                                          2001         2000
                                                        --------   ----------
<S>                                                      <C>          <C>
Basic Earnings Per Share:
Weighted average common shares outstanding               956,106      951,580
                                                        =========  ===========

Net income                                              $418,347   $1,065,787
                                                        =========  ===========

Basic earnings per share                                $    .44   $     1.12
                                                        =========  ===========
</TABLE>


                                      15
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11. EARNINGS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                            ------------------------------
                                                              2001                2000
                                                            --------            ----------
<S>                                                          <C>                   <C>
Diluted Earnings Per Share:
   Weighted average common shares outstanding                956,106               951,580
   Net effect of the assumed exercise of stock
      options based on the treasury stock method
      using average market prices for the year                29,750                    --
                                                            --------            ----------
   Total weighted average common shares and
      common stock equivalents outstanding                   985,856               951,580
                                                            ========            ==========

   Net income                                               $418,347            $1,065,787
                                                            ========            ==========

   Diluted earnings per share                               $    .42            $     1.12
                                                            ========            ==========
</TABLE>


NOTE 12. COMMITMENTS AND CONTINGENCIES

         The Company is a party to financial instruments with off-balance sheet
         risk in the normal course of business to meet the financing needs of
         its customers. These financial instruments include commitments to
         extend credit and standby letters of credit. Such commitments involve,
         to varying degrees, elements of credit risk and interest rate risk in
         excess of the amount recognized in the balance sheets.

         The Company's exposure to credit loss in the event of nonperformance
         by the other party to the financial instrument for commitments to
         extend credit and standby letters of credit is represented by the
         contractual amount of those instruments. The Company uses the same
         credit policies in making commitments and conditional obligations as
         it does for on-balance sheet instruments. A summary of the Company's
         commitments is as follows:

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                       --------------------------
                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
Letters of credit                      $   910,190   $   820,927
Commitments to extend credit            40,306,684    25,892,234
                                       ------------  ------------
                                       $41,216,874   $26,713,161
                                       ============  ============
</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
         long as there is no violation of any condition established in the
         contract. Since many of the commitments are expected to expire without
         being drawn upon, the total commitment amounts do not necessarily
         represent future cash requirements. The amount of collateral obtained,
         if deemed necessary by the Company upon extension of credit, is based
         on management's credit evaluation of the customer.

         Standby letters of credit are conditional commitments issued by the
         Company to guarantee the performance of a customer to a third party.
         Those letters of credit are primarily issued to support public and
         private borrowing arrangements. The credit risk involved in issuing
         letters of credit is essentially the same as that involved in
         extending loans to customers. Collateral is required in instances
         which the Company deems necessary.


                                      16
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)


         In the normal course of business, the Company is involved in various
         legal proceedings. In the opinion of management, any liability
         resulting from such proceedings would not have a material effect on
         the Company's financial statements.


NOTE 13. CONCENTRATIONS OF CREDIT

         The Company originates primarily commercial, residential, and consumer
         loans to customers in Gwinnett County and surrounding counties. The
         ability of the majority of the Company's customers to honor their
         contractual loan obligations is dependent on the economy in these
         areas.

         Sixty-nine percent the Company's loan portfolio is concentrated in
         loans secured by real estate, of which a substantial portion is
         secured by real estate in the Company's primary market area.
         Accordingly, the ultimate collectibility of the loan portfolio is
         susceptible to changes in market conditions in the Company's primary
         market area. The other significant concentrations of credit by type of
         loan are set forth in Note 3.

         The Company does not generally extend credit to any single borrower or
         group of related borrowers in excess of 25% of statutory capital, or
         approximately $4,150,000.

NOTE 14. REGULATORY MATTERS

         The Bank is subject to certain restrictions on the amount of dividends
         that may be declared without prior regulatory approval. At December
         31, 2001, approximately $206,000 of dividends could be declared
         without regulatory approval.

         The Company and the Bank are subject to various regulatory capital
         requirements administered by the federal banking agencies. Failure to
         meet minimum capital requirements can initiate certain mandatory, and
         possibly additional discretionary actions by regulators that, if
         undertaken, could have a direct material effect on the financial
         statements. Under capital adequacy guidelines and the regulatory
         framework for prompt corrective action, the Company and Bank must meet
         specific capital guidelines that involve quantitative measures of the
         assets, liabilities, and certain off-balance sheet items as calculated
         under regulatory accounting practices. The capital amounts and
         classification are also subject to qualitative judgments by the
         regulators about components, risk weightings, and other factors.
         Prompt corrective provisions are not applicable to bank holding
         companies.

         Quantitative measures established by regulation to ensure capital
         adequacy require the Company and the Bank to maintain minimum amounts
         and ratios of Total and Tier I capital to risk-weighted assets and of
         Tier I capital to average assets. Management believes, as of December
         31, 2001 and 2000, the Company and the Bank met all capital adequacy
         requirements to which they are subject.


                                      17
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14. REGULATORY MATTERS (CONTINUED)

         As of December 31, 2001, the most recent notification from the Federal
         Deposit Insurance Corporation categorized the Bank as well capitalized
         under the regulatory framework for prompt corrective action. To be
         categorized as well capitalized, the Bank must maintain minimum Total
         risk-based, Tier I risk-based, and Tier I leverage ratios as set forth
         in the following table. There are no conditions or events since that
         notification that management believes have changed the Bank's
         category.

         The Company and the Bank's actual capital amounts and ratios are
         presented in the following table:

<TABLE>
<CAPTION>
                                                                                                 TO BE WELL
                                                                           FOR CAPITAL        CAPITALIZED UNDER
                                                                            ADEQUACY          PROMPT CORRECTIVE
                                                       ACTUAL               PURPOSES          ACTION PROVISIONS
                                                 ------------------     ------------------   ------------------
                                                 AMOUNT       RATIO     AMOUNT       RATIO   AMOUNT       RATIO
                                                 ------       -----     ------       -----   ------       -----
                                                                 (DOLLARS IN THOUSANDS)

<S>                                             <C>           <C>       <C>             <C>   <C>          <C>
December 31, 2001:
Total Capital to Risk Weighted Assets:
   Consolidated                                 $18,893       14.89%    $10,148         8%    $   N/A       N/A
   Bank                                         $18,744       14.78%    $10,148         8%    $12,685       10%
Tier I Capital to Risk Weighted Assets:
   Consolidated                                 $17,361       13.69%    $ 5,074         4%    $   N/A       N/A
   Bank                                         $17,212       13.54%    $ 5,074         4%    $ 7,611        6%
Tier I Capital to Average Assets:
   Consolidated                                 $17,361       12.61%    $ 5,508         4%    $   N/A       N/A
   Bank                                         $17,212       12.50%    $ 5,508         4%    $ 6,885        5%

December 31, 2000:
Total Capital to Risk Weighted Assets:
   Consolidated                                 $10,546       13.46%    $ 6,268         8%    $   N/A       N/A
   Bank                                         $10,176       13.01%    $ 6,259         8%    $ 7,823       10%
Tier I Capital to Risk Weighted Assets:
   Consolidated                                 $ 9,568       12.21%    $ 3,134         4%    $   N/A       N/A
   Bank                                         $ 9,198       11.76%    $ 3,130         4%    $ 4,694        6%
Tier I Capital to Average Assets:
   Consolidated                                 $ 9,568        9.95%    $ 3,848         4%    $   N/A       N/A
   Bank                                         $ 9,198        9.56%    $ 3,848         4%    $ 4,810        5%
</TABLE>


                                      18
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         CASH DUE FROM BANKS AND FEDERAL FUNDS SOLD:

         The carrying amounts of cash, due from banks, and federal funds sold
         approximate fair values.

         SECURITIES:

         Fair values for securities are based on available quoted market
         prices.

         LOANS:

         For variable-rate loans that reprice frequently and have no
         significant change in credit risk, fair values are based on carrying
         values. For other loans, the fair values are estimated using
         discounted cash flow analyses, using interest rates currently being
         offered for loans with similar terms to borrowers with similar credit
         quality. Fair values for impaired loans are estimated using discounted
         cash flow analyses or underlying collateral values, where applicable.

         DEPOSITS:

         The carrying amounts of demand deposits, savings deposits, and
         variable-rate certificates of deposit approximate their fair values.
         Fair values for fixed-rate certificates of deposit are estimated using
         a discounted cash flow calculation that applies interest rates
         currently being offered on certificates to a schedule of aggregated
         expected monthly maturities on time deposits.

         SECURITIES SOLD UNDER REPURCHASE AGREEMENTS:

         The carrying amount of securities sold under repurchase agreements
         approximate fair value.


                                      19
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

         ACCRUED INTEREST:

         The carrying amounts of accrued interest approximate their fair
         values.

         OFF-BALANCE SHEET INSTRUMENTS:

         Fair values of the Company's off-balance sheet financial instruments
         are based on fees currently charged to enter into similar agreements.
         Since the majority of the Company's off-balance sheet instruments
         consist of nonfee-producing, variable-rate commitments, the Company
         has determined they do not have a distinguishable fair value.

         The carrying amounts and estimated fair values of the Company's
         financial instruments were as follows:

<TABLE>
<CAPTION>
                                               DECEMBER 31, 2001                       December 31, 2000
                                        --------------------------------        ------------------------------
                                          Carrying              Fair              Carrying              Fair
                                           Amount              Value               Amount              Value
                                        ------------        ------------        -----------        -----------

<S>                                     <C>                 <C>                 <C>                <C>
FINANCIAL ASSETS:
   Cash, due from banks,
      and federal funds sold            $  9,648,480        $  9,648,480        $21,916,250        $21,916,250
   Securities available-for-sale           9,327,376           9,327,376          9,038,850          9,038,850
   Loans                                 120,625,643         123,217,887         71,751,344         72,930,531
   Accrued interest receivable               879,496             879,496            999,879            999,879

FINANCIAL LIABILITIES:
   Deposits                              125,924,309         127,503,961         96,345,975         96,676,508
   Accrued interest payable                  535,083             535,083            540,135            540,135
   Securities sold under
      repurchase agreements                  585,997             585,997                 --                 --
</TABLE>


NOTE 16. SUPPLEMENTAL FINANCIAL DATA

         Components of other operating income and expenses in excess of 1% of
         total revenue are as follows:

<TABLE>
<CAPTION>
                                          YEARS ENDED DECEMBER 31,
                                        --------------------------
                                         2001              2000
                                        --------          --------

<S>                                     <C>               <C>
Other operating income:
   Mortgage origination fees            $106,064          $ 51,841
Other operating expenses:
   Professional and consulting           110,027           116,994
   Data processing                       133,016            98,578
</TABLE>


                                      20
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 17. PARENT COMPANY FINANCIAL INFORMATION

         The following information presents the condensed balance sheets,
         statements of income and cash flows of GBC Bancorp, Inc., as of and
         for the years ended December 31, 2001 and 2000.


                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            2001                  2000
                                                         -----------          -----------

<S>                                                      <C>                  <C>
ASSETS
   Cash                                                  $   136,157          $   256,026
   Investment in subsidiary                               17,268,813            9,191,079
   Other assets                                               13,119              114,322
                                                         -----------          -----------

      Total assets                                       $17,418,089          $9,561,427
                                                         ===========          ===========

        TOTAL STOCKHOLDERS' EQUITY                       $17,418,089          $9,561,427
                                                         ===========          ===========
</TABLE>



                        CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                            2001                  2000
                                                         -----------          -----------

<S>                                                      <C>                  <C>
INTEREST INCOME                                          $    23,173          $        --

EXPENSES, OTHER                                               16,000               21,170
                                                         -----------          -----------

       INCOME (LOSS) BEFORE INCOME TAX
           EXPENSE (BENEFIT) AND EQUITY IN
           UNDISTRIBUTED EARNINGS OF SUBSIDIARY                7,173              (21,170)

INCOME TAX EXPENSE (BENEFIT)                                   2,707              (83,231)
                                                         -----------          -----------

       INCOME BEFORE EQUITY IN UNDISTRIBUTED
           EARNINGS OF SUBSIDIARY                              4,466               62,061

EQUITY IN UNDISTRIBUTED EARNINGS
   OF SUBSIDIARY                                             413,881            1,003,726
                                                         -----------          -----------

        NET INCOME                                       $   418,347          $ 1,065,787
                                                         ===========          ===========
</TABLE>


                                      21
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 17. PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           2001                 2000
                                                                       -----------           -----------

<S>                                                                    <C>                   <C>
OPERATING ACTIVITIES
   Net income                                                          $   418,347           $ 1,065,787
   Adjustments to reconcile net income to net
      cash provided by (used in) operating activities:
      Equity in undistributed earnings of subsidiary                      (413,881)           (1,003,726)
      Other operating activities                                            70,112               (83,231)
                                                                       -----------           -----------

          Net cash provided by (used in) operating activities               74,578               (21,170)
                                                                       -----------           -----------

INVESTING ACTIVITIES
   Investment in subsidiary                                             (7,600,000)                   --
                                                                       -----------           -----------

          Net cash used in investing activities                         (7,600,000)                   --
                                                                       -----------           -----------

FINANCING ACTIVITIES
   Proceeds from sale of common stock                                    7,708,904                    --
   Increase in stock offering costs                                       (303,351)              (31,091)
                                                                       -----------           -----------

          Net cash provided by (used in) financing activities            7,405,553               (31,091)
                                                                       -----------           -----------

Net decrease in cash                                                      (119,869)              (52,261)

Cash at beginning of year                                                  256,026               308,287
                                                                       -----------           -----------

Cash at end of year                                                    $   136,157           $   256,026
                                                                       ===========           ===========
</TABLE>


NOTE 18. STOCK OFFERING

         The Company is currently offering to sell a minimum of 357,143 and a
         maximum of 714,286 shares of its common stock at a price of $14.00 per
         share. As of December 31, 2001, 550,636 shares of common stock have
         been sold. Proceeds from the sale of these shares were received from
         escrow on December 28, 2001.


                                      22
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit
         Number                           Description
         -------                          -----------
         <S>            <C>
           3.1          Articles of Incorporation of the Company, as amended
                        (filed as Exhibit 3.1 to the Registration Statement on
                        Form SB-2, as amended (Registration No. 333-19081)).

           3.2          Amended and Restated Bylaws (filed as Exhibit 3.2 to
                        the Registration Statement on Form SB-2, as amended,
                        Registration No. 333-52494).

           4.1          Specimen Common Stock Certificate (filed as Exhibit
                        4.2 to the Registration Statement on Form SB-2, as
                        amended (Registration No. 333-19081)).

           10.1         Escrow Agreement dated as of February 16, 2001, by and
                        between the Company and Gwinnett Banking Company
                        (filed as Exhibit 10.1 to the Registration Statement
                        on Form SB-2, as amended (Registration No.
                        333-52494)).

           10.2         1998 Stock Option Plan (filed as Exhibit 10.5 to the
                        Annual Report on Form 10-KSB for the year ended
                        December 31, 1998).

           10.3         Real Estate Commercial Lease Contract dated as of
                        January 1, 2000, by and between GBC Properties, LLC
                        and Gwinnett Banking Company (filed as Exhibit 10.4 to
                        the Annual Report on Form 10-KSB for the year ended
                        December 31, 1999).

           10.4         Real Estate Commercial Lease Contract dated as of July
                        26, 2000, by and between Northwinds Center, L.P. and
                        Gwinnett Banking Company (filed as Exhibit 10.4 to the
                        Annual Report on Form 10-KSB for the year ended
                        December 31, 2000).

           21.1         Subsidiaries of the Company (filed as Exhibit 21.1 to
                        the Registration Statement on Form SB-2, as amended
                        (Registration No. 333-19081)).

           23.1         Consent of Mauldin & Jenkins, LLC.

           99.1         Proxy Materials and Proxy for 2001 Annual
                        Shareholders' Meeting.
</TABLE>