<PAGE>   1
                       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, 2000

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934.
      or 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 Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

            165 Nash Street                                30045
        Lawrenceville, Georgia             ------------------------------------
---------------------------------------                 (Zip Code)
    (Address of Principal Executive
               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 year ended December 31, 2000 were
$8,440,000.

         Aggregate market value of the voting and nonvoting common equity held
by persons other than directors and executive officers of the Registrant
computed by reference to the price at which common stock is being offered:
$9,751,294, based on a 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.

         There were 951,580 shares of the Registrant's common stock outstanding
as of February 21, 2001.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

None.


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>           <C>                                                                                      <C>
PART I        1
     ITEM 1.  DESCRIPTION OF BUSINESS....................................................................1
     ITEM 2.  DESCRIPTION OF PROPERTY...................................................................11
     ITEM 3.  LEGAL PROCEEDINGS.........................................................................11
     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......................................................................27
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE..................................................................28

PART III      29
     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.....................................29
     ITEM 10.  EXECUTIVE COMPENSATION...................................................................33
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................36
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................37
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.........................................................38

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
              SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS................................38

SIGNATURES..............................................................................................40

EXHIBIT INDEX
</TABLE>


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<PAGE>   3

                                     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 which 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 which 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. 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, Atlanta, 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, 1998, there are 26 commercial banks, two
thrift institutions and three credit unions that operate 139 offices in Gwinnett
County. There are approximately 16 financial institutions that have offices in
the immediate vicinity of the main office of the Bank.


<PAGE>   4

EMPLOYEES

         The Bank has 28 full-time employees. GBC Bancorp does not have any
employees who are not also employees of the Bank.

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


                                      -2-
<PAGE>   5

effect of which may be substantially to 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.


                                      -3-
<PAGE>   6

         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 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, investing for others;


                                      -4-
<PAGE>   7

         -        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;

         -        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, 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.


                                      -5-
<PAGE>   8

         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 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 Banks' 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, 2000, the Bank
could pay a $198,000 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


                                      -6-
<PAGE>   9

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, 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,
2000, GBC Bancorp's total risk-based capital ratio and its Tier 1 risk-based
capital ratio were 13.46% and 12.21%.

         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, 2000 was 9.95%. 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, 2000. 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


                                      -7-
<PAGE>   10

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 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);


                                      -8-
<PAGE>   11

         -        "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 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, 2000, 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.


                                      -9-
<PAGE>   12

         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 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.


                                      -10-
<PAGE>   13

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.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is currently no market for shares of our common stock and it is
not likely that an active trading market will develop for the shares in the
future. There are no present plans for our common stock to be traded on any
stock exchange or over-the-counter market. As of December 31, 2000, there were
approximately five private trades of shares of our common stock.

         As of December 31, 2000, we had approximately 400 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>   14

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, 2000 and 1999 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 shareholders. Statements made in the
Annual Report, other than those concerning historical information, should be
considered forward-looking and subject to various risks and uncertainties. Such
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 such 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 2000 results were highlighted by reporting net income of $1,066,000
in our third full year of operations and by completely recouping operating
losses incurred through 1999. Our significant loan and deposit growth should
provide a base for continued profitability. In anticipation of continued growth,
we are seeking to raise an additional $5 million to $10 million in capital
through a public offering in the first quarter of 2001. We are also expanding
geographically, as we now have a full service branch in Alpharetta, Fulton
County, Georgia. This branch opened in February 2001.


                                      -12-
<PAGE>   15

FINANCIAL CONDITION AS OF DECEMBER 31, 2000 AND 1999

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

<TABLE>
<CAPTION>
                                                                December 31,
                                                            2000          1999
                                                          --------      -------
                                                         (Dollars in Thousands)

<S>                                                       <C>           <C>
Cash and due from banks ............................      $  4,112      $ 3,193
Federal funds sold .................................        17,805        6,650
Securities .........................................         9,039        6,837
Loans, net .........................................        71,751       43,612
Premises and equipment .............................           774          491
Other assets .......................................         3,573        1,549
                                                          --------      -------

                                                          $107,054      $62,332
                                                          ========      =======

Total deposits .....................................      $ 96,346      $53,784
Other liabilities ..................................         1,146          304
Shareholders' equity ...............................         9,562        8,244
                                                          --------      -------

                                                          $107,054      $62,332
                                                          ========      =======
</TABLE>

FINANCIAL CONDITION AS OF DECEMBER 31, 2000 AND 1999

         As of December 31, 2000, we had total assets of $107.1 million, an
increase of 72% over December 31, 1999. Total interest-earning assets were $99.7
million as of December 31, 2000, or 93% of total assets, as compared to 92% of
total assets as of December 31, 1999. Our primary interest-earning assets as of
December 31, 2000 were loans, which made up 73% of total interest-earning
assets, as compared to 77% as of December 31, 1999. Our loan to deposit ratio
was 76% as of December 31, 2000, as compared to 82% as of December 31, 1999.
Deposit growth of $42.6 million has been used to fund loan growth of $28.6
million. The balance of the deposit growth was used primarily to fund an $11.2
million increase in Federal funds sold. The balance of Federal funds sold as of
December 31, 2000 should decrease as loan volume increases.

         Our securities portfolio, consisting of U.S. Agency securities,
amounted to $9.0 million as of December 31, 2000. Unrealized losses on
securities amounted to $11,000 as of December 31, 2000, as compared to $259,000
as of December 31, 1999. 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 59% 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 41% 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>   16

         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 that 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 general 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. As determined under
guidelines established by regulatory authorities and internal policy, our
liquidity was considered satisfactory.

         As of December 31, 2000, we had loan commitments outstanding of $26.7
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. As of December 31, 2000, we had arrangements with four
commercial banks for additional short-term advances of $7,750,000.

         As of December 31, 2000, our capital ratios were considered adequate
based on regulatory minimum capital requirements. Our shareholders' equity
increased due to net income in 2000 of $1,066,000 and due to decreased
unrealized losses on securities available-for-sale of $252,000. For regulatory
purposes, the net unrealized losses on securities available-for-sale are
excluded in the computation of the capital ratios.


                                      -14-
<PAGE>   17

         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 $198,000 dividend without regulatory
approval.

         The minimum capital requirements to be considered well capitalized
under prompt corrective action provisions and the actual capital ratios for us
and the Bank as of December 31, 2000 are as follows:

<TABLE>
<CAPTION>

                                             Actual
                                     --------------------       Regulatory
                                     Consolidated    Bank      Requirements
                                     ------------    -----    -------------
<S>                                  <C>             <C>      <C>
Leverage capital ratio .......            9.95%       9.56%        5.00%
Risk-based capital ratios:
   Core capital ..............           12.21       11.76         6.00
   Total capital .............           13.46       13.01        10.00

</TABLE>

         As of December 31, 2000, we had no material commitments for capital
expenditures.

         These ratios may decline as asset growth continues, but are expected to
exceed the regulatory minimum requirements. Anticipated future earnings and
proceeds 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 pending 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."

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

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


                                      -15-
<PAGE>   18

<TABLE>
<CAPTION>
                                       Year Ended December 31,
                                        2000              1999
                                       -----------------------
                                        (Dollars in Thousands)
<S>                                    <C>             <C>
Interest income ..............         $ 8,161          $4,615
Interest expense .............           3,744           1,504
Net interest income ..........           4,417           3,111
Provision for loan losses ....             484             309
Other income .................             279             177
Other expenses ...............           3,193           2,534
Pretax income ................           1,019             445
Income taxes .................             (47)             --
Net income ...................         $ 1,066          $  445
                                       =======          ======
</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 5.70% in 2000, as
compared to 7.21% in 1999. Average loans increased by $25.5 million, which
accounted for the majority of a $34.3 million increase in total average
interest-earning assets. Average interest-bearing liabilities increased by $32.9
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 10.53% in 2000 from 10.70% in 1999. The rate paid on average
interest-bearing liabilities increased to 5.92% in 2000 from 4.96% in 1999. The
increase in net interest income was due to a significant increase in volume of
interest-earning assets while the decrease in net yield was due primarily to our
higher cost of funds in comparison to 1999.

PROVISION FOR LOAN LOSSES

         The provision for loan losses was $484,000 in 2000, as compared to
$309,000 in 1999. The amounts provided were due primarily to the growth of the
loan portfolio and to inherent risk in the loan portfolio. Based upon our
evaluation of the loan portfolio, we believe the reserve for loan losses to be
adequate to absorb possible losses on existing loans that may become
uncollectible. This evaluation considers past due and classified loans, past
experience, underlying collateral values and current economic conditions that
may affect the borrower's ability to repay. As of December 31, 2000, we had no
nonaccrual loans, as compared to $4,000 as of December 31, 1999. The allowance
for loan losses as a percentage of total loans as of


                                      -16-
<PAGE>   19

December 31, 2000 and 1999 was 1.52%. Actual loan charge-offs were $52,000
during 2000, as compared to $8,000 in 1999.

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 $279,000 in 2000, from $177,000 in 1999. This increase is due to an
increase in service charges on deposit accounts of $52,000, a decrease in
mortgage loan origination fees of $11,000, an increase in income recognized on
life insurance policies of $24,000 and an increase in gains on sales of loans
and other real estate of $41,000.

OTHER EXPENSES

         Other expenses were $3,193,000 in 2000, as compared to $2,534,000 in
1999, an increase of $659,000. Salaries and employee benefits increased by
$402,000 due to an increase in the number of full time employees from 23 to 28
and other annual salary increases. Equipment and occupancy expenses increased by
$142,000 due primarily to increased depreciation of $35,000, increased building
lease expense of $57,000 and increased service/maintenance costs of $47,000.
Other operating expenses increased by $115,000 due primarily to a $19,000
increase in data processing costs, increased non-property insurance costs of
$12,000, increased business development costs of $21,000 and a $63,000 increase
in other costs.

INCOME TAX

         We have reported income tax benefits for 2000 of $47,000, due primarily
to the reversal of the valuation allowance previously accorded to deferred tax
assets.

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. Certain
officers are charged with the responsibility for monitoring policies and
procedures designed to ensure acceptable composition of the 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


                                      -17-
<PAGE>   20

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") that 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.

         As of December 31, 2000, our cumulative one year interest
rate-sensitivity gap ratio was 104%. 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,
2000, 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 this period and at
different rates.

<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 ...............       $17,805      $     --       $    --      $    --      $17,805
     Securities .......................            --            --         6,549        2,490        9,039
     Loans ............................        53,297         8,221        10,719          620       72,857
                                              -------      --------       -------      -------      -------
                                               71,102         8,221        17,268        3,110       99,701
                                              -------      --------       -------      -------      -------
</TABLE>


                                      -18-
<PAGE>   21

<TABLE>
<S>                                           <C>          <C>            <C>          <C>          <C>
Interest-bearing liabilities:
     Interest-bearing demand
          deposits ....................         8,965            --            --           --        8,965
     Savings ..........................         5,732            --            --           --        5,732
     Certificates, less than
          $100,000 ....................         6,613        20,961         6,175           --       33,749
     Certificates, $100,000
          and over ....................        11,846        21,877         3,616           --       37,339
                                              -------      --------       -------      -------      -------
                                               33,156        42,838         9,791           --       85,785
                                              -------      --------       -------      -------      -------

Interest rate sensitivity gap .........       $37,946      $(34,617)      $ 7,477      $ 3,110      $13,916
                                              =======      ========       =======      =======      =======
Cumulative interest rate
     sensitivity gap ..................       $37,946      $  3,329       $10,806      $13,916
                                              =======      ========       =======      =======
Interest rate sensitivity gap ratio ...          2.14           .19          1.76           --
                                              =======      ========       =======      =======
Cumulative interest rate
     sensitivity gap ratio ............          2.14          1.04          1.13         1.16
                                              =======      ========       =======      =======
</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 shareholders' 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 reserves for loan losses; types of deposits and the return on
equity and assets.

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

         Average Balances

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

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                                   2000           1999
                                                                 -----------------------
                                                                 (Dollars in Thousands)
<S>                                                              <C>            <C>
ASSETS

     Cash and due from banks ..................                  $  2,386       $  1,841
     Taxable securities .......................                     8,900          5,502
     Securities valuation account .............                      (236)          (109)
     Federal funds sold .......................                     9,571          4,063
     Loans (2) ................................                    59,038         33,561
     Allowance for loan losses ................                      (868)          (502)
     Other assets .............................                     2,898          1,145
                                                                 --------       --------
                                                                 $ 81,689       $ 45,501
                                                                 ========       ========

     Total interest-earning assets ............                  $ 77,509       $ 43,126
                                                                 ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

     Deposits:
          Noninterest-bearing demand ..........                  $  9,177       $  6,824
          Interest-bearing demand .............                     9,164          7,568
          Savings .............................                     5,969          3,706
</TABLE>


                                      -19-
<PAGE>   22

<TABLE>
          <S>                                                    <C>            <C>
          Time ................................                    48,025         19,071
                                                                 --------       --------
                   Total deposits .............                    72,335         37,169

          Federal funds purchased .............                        71             --
          Other liabilities ...................                       506            218
                                                                 --------       --------
                   Total liabilities ..........                    72,912         37,387
          Shareholders' equity ................                     8,777          8,114
                                                                 --------       --------
                                                                 $ 81,689       $ 45,501
                                                                 ========       ========

          Total interest-bearing liabilities...                  $ 63,229       $ 30,345
                                                                 ========       ========
</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
         2000 was $28,000. There average balance of nonaccrual loans for 1999
         was less than $1,000.

         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>
                                                                   Year Ended December 31,
                                                               2000                      1999
                                                       --------------------------------------------------
                                                                     Average                     Average
                                                       Interest       Rate      Interest           Rate
                                                       --------------------------------------------------
                                                                     (Dollars in Thousands)
     <S>                                               <C>           <C>        <C>              <C>
     Interest Income:
          Interest and fees on loans (1) ..........      $6,956       11.78%      $4,066          12.12%
          Interest on taxable securities ..........         582        6.54          338           6.14
          Interest on Federal funds sold ..........         623        6.51          211           5.19
          Total interest income ...................       8,161       10.53        4,615          10.70
                                                         ------                   ------

     Interest Expense:
          Interest on interest-bearing
            demand deposits .......................         349        3.80          277           3.67
          Interest on savings deposits ............         289        4.85          177           4.77
          Interest on time deposits ...............       3,101        6.46        1,050           5.51
          Interest of Federal funds purchased .....           5        6.61           --             --
                                                         ------                    -----
          Total interest expense ..................       3,744        5.92        1,504           4.96
                                                         ------                    -----

     Net Interest Income ..........................      $4,417                   $3,111
                                                         ======                   ======

          Net interest spread .....................                    4.61%                       5.74%
                                                                       ====                       =====
          Net yield on average interest-earning assets..               5.70%                       7.21%
                                                                       ====                       =====

</TABLE>

(1)       Interest and fees on loans includes $1,014,000 and $889,000 of loan
          fee income for the years ended December 31, 2000 and 1999,
          respectively. There was no interest income recognized on nonaccrual
          loans during 2000 or 1999.


                                      -20-
<PAGE>   23

         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.

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.


                                      -21-
<PAGE>   24

<TABLE>
<CAPTION>

                                                                     Year Ended December 31,
                                                                         2000 vs. 1999
                                                                         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 ...............          $(115)          $3,005          $2,890
          Interest on taxable securities ...........             23              221             244
          Interest on Federal funds sold ...........             65              347             412
                                                              -----           ------          ------
                   Total interest income ...........            (27)           3,573           3,546
                                                              -----           ------          ------

          Expense from interest-bearing liabilities:
          Interest on interest-bearing
            demand deposits ........................              2              110             112
          Interest on time deposits ................            210            1,841           2,051
          Interest on Federal funds purchased ......             --                5               5
                                                              -----           ------          ------
                   Total interest expense ..........            223            2,017           2,240
                                                              -----           ------          ------

                   Net interest income .............          $(250)          $1,556          $1,306
                                                              =====           ======          ======
</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,
                                                                                 2000           1999
                                                                                ------         ------
                                                                                (Dollars in Thousands)
     <S>                                                                        <C>            <C>
     U.S. Government agencies..............................................     $9,039         $6,837
</TABLE>

         Maturities

         The amounts of securities, including the weighted average yield in each
category as of December 31, 2000, 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.

<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>
U.S. Government
  agencies..............................................          $   --        --      $6,549      6.26%     $2,490    7.31%
                                                                  ======                ======                ======
</TABLE>


                                      -22-

<PAGE>   25

<TABLE>
<CAPTION>
                                                                   After ten years             Total
                                                                  Amount  Yield(1)       Amount    Yield(1)
                                                                  ------  --------       ------    --------
<S>                                                               <C>     <C>            <C>       <C>
U.S. Government
  agencies..............................................          $   --        --       $9,039     6.55%
                                                                  ======                 ======
</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 are shown in the
following table according to the type of loan.

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                           2000               1999
                                                                         --------           --------
                                                                            (Dollars in Thousands)
     <S>                                                                 <C>                <C>
     Commercial ..................................                       $ 23,280           $  8,662
     Construction loans secured by real estate ...                         26,709             22,850
     Commercial loans secured by real estate .....                         16,586              8,237
     Consumer installment loans and other ........                          6,282              4,537
                                                                         --------           --------
                                                                           72,857             44,286
     Less allowance for loan losses ..............                         (1,106)              (674)
                                                                         --------           --------
                   Net loans .....................                       $ 71,751           $ 43,612
                                                                         ========           ========
</TABLE>

         Maturities and Sensitivities of Loans to Changes in Interest Rates

         Total loans as of December 31, 2000 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.

<TABLE>
<CAPTION>
                                                                            December 31, 2000
                                                                          ----------------------
                                                                          (Dollars in Thousands)
     <S>                                                                  <C>
     Commercial
          One year or less ......................................                $24,856
          After one through five years ..........................                 13,207
          After five years ......................................                  1,803
                                                                                 -------
                                                                                  39,866
                                                                                 -------
     Construction
          One year or less ......................................                 26,393
          After one through five years ..........................                    311
          After five years ......................................                      5
                                                                                 -------
                                                                                  26,709
                                                                                  ------
     Other
          One year or less ......................................                  5,155
          After one through five years ..........................                  1,104
          After five years ......................................                     23
                                                                                 -------
                                                                                   6,282
                                                                                 -------
                                                                                 $72,857
                                                                                 =======
</TABLE>


                                      -23-
<PAGE>   26

         The following table summarizes loans as of December 31, 2000 with the
due dates after one year that have predetermined and floating or adjustable
interest rates.

<TABLE>
<CAPTION>
                                                                            December 31, 2000
                                                                          ----------------------
                                                                          (Dollars in Thousands)

         <S>                                                              <C>
         Predetermined interest rates............................                 $ 9,980
         Floating or adjustable interest rates...................                   6,473
                                                                                  -------
                                                                                  $16,453
                                                                                  =======
</TABLE>

         Risk Elements

         Information with respect to nonaccrual, past due and restructured loans
as of December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                              2000           1999
                                                                              ----           ----
                                                                             (Dollars in Thousands)

     <S>                                                                     <C>            <C>
     Nonaccrual loans............................................            $  --          $   4
     Loans contractually past due 90
          days or more as to interest or
          principal payments and still accruing..................               --             --
     Restructured loans..........................................               --             --
     Loans, now current about which there are
          serious doubts as to the ability of the
          borrower to comply with loan repayment terms...........               --             52
     Interest income that would have been recorded
          on nonaccrual and restructured loans under
          original terms.........................................                1              1
     Interest income that was recorded on
          nonaccrual and restructured loans......................               --             --
</TABLE>

         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 there is a significant deterioration in the financial
condition of the borrower and full repayment of principal and interest is not
expected, and the principal or interest is more than 90 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.


                                      -24-
<PAGE>   27

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                          2000                  1999
                                                         -------               -------
                                                             (Dollars in Thousands)
<S>                                                      <C>                   <C>
Average amount of loans outstanding ............         $59,038               $33,561
                                                         =======               =======
Balance of allowance for loan losses
     at beginning of year ......................             674                   373
                                                         -------               -------
Loans charged off:
     Commercial and financial ..................              42                     8
     Real estate mortgage ......................              10                    --
     Installment ...............................              --                    --
                                                         -------               -------
                                                              52                     8
                                                         -------               -------
Loans recovered:
     Commercial and financial ..................              --                    --
     Real estate mortgage ......................              --                    --
     Installment ...............................              --                    --
                                                         -------               -------
                                                              --                    --
                                                         -------               -------
Net charge-offs ................................              52                     8
                                                         -------               -------
Additions to allowance charged to operating
     expense during year .......................             484                   309
                                                         -------               -------
Balance of allowance for loan losses
     at end of year ............................         $ 1,106               $   674
                                                         =======               =======
Ratio of net loans charged off during the
     year to average loans outstanding .........             .09%                  .02%
                                                         =======               =======
</TABLE>

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, 2000 and 1999, we made no allocations of our
allowance for loan losses to specific categories of loans. 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, 2000                      December 31, 1999

                                                          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 ...................................         $  332                 32%              $128                19%
Construction loans secured by real estate ....            442                 37                351                52
Commercial loans secured by real estate ......            221                 23                128                19
Consumer installment
     loans and other .........................            111                  8                 67                10
                                                       ------                ---               ----               ---
                                                       $1,106                100%              $674               100%
                                                       ======                ===               ====               ===
</TABLE>


                                      -25-
<PAGE>   28

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>
                                                                    Year Ended December 31,
                                                             2000                               1999
                                                  --------------------------          -------------------------
                                                  Amount             Percent          Amount            Percent
                                                                     (Dollars in Thousands)

<S>                                              <C>                 <C>              <C>               <C>
Noninterest-bearing demand deposits ......       $ 9,177                --%           $ 6,824              --%
Interest-bearing demand deposits .........         9,164              3.80              7,568            3.67
Savings deposits .........................         5,969              4.85              3,706            4.77
Time deposits ............................        48,025              6.46             19,071            5.51
                                                 -------                              -------
                                                 $72,335                              $37,169
                                                 =======                              =======
</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, 2000 are shown below by category, which is
based on time remaining until maturity of three months or less, over three
through six months, over six through twelve months and over twelve months.

<TABLE>
<CAPTION>
                                                                      December 31,  2000
                                                                    ----------------------
                                                                    (Dollars in Thousands)
<S>                                                                 <C>
Three months or less .......................................              $11,846
Over three through six months ..............................                8,110
Over six through twelve months .............................               13,767
Over twelve months .........................................                3,616
                                                                          -------
         Total .............................................              $37,339
                                                                          =======
</TABLE>


RETURN ON ASSETS AND SHAREHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                               2000             1999
                                                                              -----            -----
     <S>                                                                      <C>              <C>
     Return on assets (1)........................................              1.30%             .98%
     Return on equity (2)........................................             12.14             5.48
     Dividend payout ratio (3)...................................                --               --
     Equity to assets ratio (4)..................................             10.74            17.83
</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.


                                      -26-
<PAGE>   29


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, 2000 and December 31, 1999.................             F-2
    Consolidated Statements of Income for the Years ended December 31, 2000 and December 31,
    1999......................................................................................             F-3
    Consolidated Statements of Comprehensive Income for the Years ended December 31, 2000 and
    December 31, 1999.........................................................................             F-4
    Consolidated Statements of Shareholders' Equity for the Years ended December 31, 2000 and
    December 31, 1999.........................................................................             F-5
    Consolidated Statements of Cash Flows for the Years ended December 31, 2000 and
    December 31, 1999.........................................................................             F-6
    Notes to Consolidated Financial Statements................................................             F-7
</TABLE>


                                      -27-
<PAGE>   30
                          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, 2000 and 1999, 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GBC Bancorp,
Inc. and subsidiary as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.

                                                  /s/ MAULDIN & JENKINS, LLC



Atlanta, Georgia
January 5, 2001


                                      F-1
<PAGE>   31

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                    ASSETS
                                                                      2000                1999
                                                                  -------------       ------------
<S>                                                               <C>                 <C>
Cash and due from banks                                           $   4,111,520       $  3,192,647
Federal funds sold                                                   17,805,000          6,650,000
Securities available-for-sale                                         9,038,850          6,836,993

Loans                                                                72,857,528         44,285,792
Less allowance for loan losses                                        1,106,184            674,143
                                                                  -------------       ------------
          Loans, net                                                 71,751,344         43,611,649

Premises and equipment                                                  774,044            491,628
Other assets                                                          3,572,826          1,548,909
                                                                  -------------       ------------

          TOTAL ASSETS                                            $ 107,053,584       $ 62,331,826
                                                                  =============       ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
    Noninterest-bearing                                           $  10,561,186       $  7,310,817
    Interest-bearing                                                 85,784,789         46,473,025
                                                                  -------------       ------------
           Total deposits                                            96,345,975         53,783,842
    Other liabilities                                                 1,146,182            304,077
                                                                  -------------       ------------
          TOTAL LIABILITIES                                          97,492,157         54,087,919
                                                                  -------------       ------------

Commitments and contingencies

Stockholders' equity
    Common stock, par value $1; 3,000,000 shares authorized;
       951,580 issued and outstanding                                   951,580            951,580
    Capital surplus                                                   8,540,327          8,540,327
    Retained earnings (deficit)                                          76,577           (989,210)
    Accumulated other comprehensive loss                                 (7,057)          (258,790)
                                                                  -------------       ------------

          TOTAL STOCKHOLDERS' EQUITY                                  9,561,427          8,243,907
                                                                  -------------       ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 107,053,584       $ 62,331,826
                                                                  =============       ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-2
<PAGE>   32

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                       2000              1999
                                                                   -----------       -----------
<S>                                                                <C>               <C>
INTEREST INCOME
    Loans                                                          $ 6,955,885       $ 4,066,177
    Taxable securities                                                 581,819           337,830
    Federal funds sold                                                 622,982           210,913
                                                                   -----------       -----------
          TOTAL INTEREST INCOME                                      8,160,686         4,614,920
                                                                   -----------       -----------

INTEREST EXPENSE
      Deposits                                                       3,739,024         1,504,334
      Other borrowings                                                   4,692                --
                                                                   -----------       -----------
           TOTAL INTEREST EXPENSE                                    3,743,716         1,504,334
                                                                   -----------       -----------

          NET INTEREST INCOME                                        4,416,970         3,110,586
PROVISION FOR LOAN LOSSES                                              483,706           309,161
                                                                   -----------       -----------
          NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES        3,933,264         2,801,425
                                                                   -----------       -----------

OTHER INCOME
    Service charges on deposit accounts                                119,015            66,863
    Other operating income                                             160,130           110,200
                                                                   -----------       -----------
          TOTAL OTHER INCOME                                           279,145           177,063
                                                                   -----------       -----------

OTHER EXPENSES
    Salaries and employee benefits                                   1,792,196         1,390,288
    Equipment and occupancy expenses                                   735,646           593,637
    Other operating expenses                                           665,445           549,573
                                                                   -----------       -----------
          TOTAL OTHER EXPENSES                                       3,193,287         2,533,498
                                                                   -----------       -----------

          INCOME BEFORE INCOME TAX (BENEFIT)                         1,019,122           444,990

INCOME TAX (BENEFIT)                                                   (46,665)               --
                                                                   -----------       -----------

                    NET INCOME                                     $ 1,065,787       $   444,990
                                                                   ===========       ===========

BASIC AND DILUTED EARNINGS PER SHARE                               $      1.12       $      0.47
                                                                   ===========       ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-3
<PAGE>   33

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                     2000            1999
                                                                  ----------      ----------
<S>                                                               <C>             <C>
NET INCOME                                                        $1,065,787      $  444,990

OTHER COMPREHENSIVE INCOME (LOSS):

        Unrealized holding gains (losses) on securities
            available-for-sale arising during period, net of
            tax benefits of $4,325 and $--.                          251,733        (270,349)
                                                                  ----------      ----------

COMPREHENSIVE INCOME                                              $1,317,520      $  174,641
                                                                  ==========      ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-4
<PAGE>   34

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<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, 1998            950,080    $950,080   $8,526,827    $(1,434,200)     $  11,559     $ 8,054,266
    Net income                             --          --           --        444,990             --         444,990
    Exercise of stock options           1,500       1,500       13,500             --             --          15,000
    Other comprehensive loss               --          --           --             --       (270,349)       (270,349)
                                     --------    --------   ----------    -----------      ---------     -----------
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
                                     ========    ========   ==========    ===========      =========     ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-5
<PAGE>   35

                                GBC BANCORP, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                       2000               1999
                                                                   ------------       ------------
<S>                                                                <C>                <C>
OPERATING ACTIVITIES
    Net income                                                     $  1,065,787       $    444,990
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                    248,459            213,763
        Deferred income taxes                                          (464,515)           (49,949)
        Gain on sale of loans                                           (28,899)                --
        Gain on sale of other real estate owned                         (12,212)                --
        Provision for loan losses                                       483,706            309,161
        Increase in interest receivable                                (565,394)          (176,295)
        Increase in interest payable                                    329,213              9,423
        Increase in income taxes payable                                397,901                 --
        Other operating activities                                      131,399            (61,130)
                                                                   ------------       ------------

              Net cash provided by operating activities               1,585,445            689,963
                                                                   ------------       ------------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale                       (1,954,450)        (6,594,906)
    Proceeds from maturities of securities available-for-sale                --          3,496,084
    Net increase in Federal funds sold                              (11,155,000)        (3,910,000)
    Proceeds from sale of loans                                         773,330                 --
    Net increase in loans                                           (30,489,740)       (19,853,630)
    Purchase of equipment                                              (530,875)           (93,225)
    Proceeds from sale of other real estate owned                     1,092,121                 --
    Purchase of life insurance policies                                (933,000)          (933,000)
                                                                   ------------       ------------

            Net cash used in investing activities                   (43,197,614)       (27,888,677)
                                                                   ------------       ------------

FINANCING ACTIVITIES
    Net increase in deposits                                         42,562,133         28,776,315
    Proceeds from exercise of stock options                                  --             15,000
    Deferred stock offering costs                                       (31,091)                --
                                                                   ------------       ------------

            Net cash provided by financing activities                42,531,042         28,791,315
                                                                   ------------       ------------

Net increase in cash and due from banks                                 918,873          1,592,601

Cash and due from banks at beginning of year                          3,192,647          1,600,046
                                                                   ------------       ------------

Cash and due from banks at end of year                             $  4,111,520       $  3,192,647
                                                                   ============       ============

SUPPLEMENTAL DISCLOSURES
    Cash paid for:
            Interest                                               $  3,414,503       $  1,494,911

            Income taxes                                           $     19,949       $     80,000

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

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-6
<PAGE>   36

                        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
           accounts 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 and
           deposits 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,
           including equity securities with readily determinable fair values,
           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. Equity securities, including restricted
           stock, without a readily determinable fair value are classified as
           available-for-sale and recorded at cost.

           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.


                                      F-7
<PAGE>   37

                   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. Loans 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 based on the present value of expected future cash
           flows discounted at the loan's effective interest rate, the loan's
           observable 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.


                                      F-8
<PAGE>   38

                   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, 2000 and 1999 was $42,000
           and $ - - , 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.


                                      F-9
<PAGE>   39

                   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.

          RECENT DEVELOPMENTS

           In June 1998, the Financial Accounting Standards Board issued SFAS
           No. 133, Accounting for Derivative Instruments and Hedging
           Activities, effective for fiscal years beginning after June 15, 2000.
           This Statement establishes accounting and reporting standards for
           derivative instruments and hedging activities, including certain
           derivative instruments embedded in other contracts, and requires that
           an entity recognize all derivatives as assets or liabilities in the
           balance sheet and measure them at fair value. If certain conditions
           are met, an entity may elect to designate a derivative as follows:
           (a) a hedge of the exposure to changes in the fair value of a
           recognized asset or liability or an unrecognized firm commitment, (b)
           a hedge of the exposure to variable cash flows of a forecasted
           transaction, or (c) a hedge of the foreign currency exposure of an
           unrecognized firm commitment, an available-for-sale security, a
           foreign currency denominated forecasted transaction, or a net
           investment in a foreign corporation. The Statement generally provides
           for matching the timing of the recognition of the gain or loss on
           derivatives designated as hedging instruments with the recognition of
           the changes in the fair value of the item being hedged. Depending on
           the type of hedge, such recognition will be in either net income or
           other comprehensive income. For a derivative not designated as a
           hedging instrument, changes in fair value will be recognized in net
           income in the period of change. Management is currently evaluating
           the impact of adopting this Statement on the financial statements,
           but does not anticipate that it will have a material impact.

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, 2000:
   U. S. GOVERNMENT AND
      AGENCY SECURITIES            $9,050,232      $   37,817      $ (49,199)     $9,038,850
                                   ==========      ==========      =========      ==========

   December 31, 1999:
   U. S. Government and
      agency securities            $7,095,783      $       --      $(258,790)     $6,836,993
                                   ==========      ==========      =========      ==========
</TABLE>


                                      F-10
<PAGE>   40

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.   SECURITIES (CONTINUED)

          Securities with a carrying value of $2,486,515 and $486,565 at
          December 31, 2000 and 1999, 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,
          2000 by contractual maturity are shown below.

<TABLE>
<CAPTION>
                                           AMORTIZED         FAIR
                                             COST            VALUE
                                          ----------      ----------
         <S>                              <C>             <C>
         Due from one to five years       $6,550,232      $6,548,850
         Due from five to ten years        2,500,000       2,490,000
                                          ----------      ----------
                                          $9,050,232      $9,038,850
                                          ==========      ==========
</TABLE>

NOTE 3.   LOANS

          The composition of loans is summarized as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     -------------------------------
                                                                         2000                 1999
                                                                     ------------       ------------
         <S>                                                         <C>                <C>
         Commercial                                                  $ 23,279,619       $  8,662,176
         Commercial loans secured by real estate                       16,586,376          8,384,203
         Construction loans secured by real estate                     26,834,971         22,850,298
         Consumer instalment and other                                  6,282,574          4,536,847
                                                                     ------------       ------------
                                                                                          44,433,524
         Deferred fees                                                   (126,012)          (147,732)
         Allowance for loan losses                                     (1,106,184)          (674,143)
                                                                     ------------       ------------
         Loans, net                                                  $ 71,751,344       $ 43,611,649
                                                                     ============       ============
</TABLE>

          Changes in the allowance for loan losses are as follows:

         <TABLE>
         <CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                      -----------------------------
                                                                          2000              1999
                                                                      -----------       -----------
         <S>                                                          <C>               <C>
         Balance, beginning of year                                   $   674,143       $   372,683
            Provision for loan losses                                     483,706           309,161
            Loans charged off                                             (51,665)           (7,701)
            Recoveries of loans previously charged off                         --                --
                                                                      -----------       -----------
         Balance, end of year                                         $ 1,106,184       $   674,143
                                                                      ===========       ===========
         </TABLE>


                                      F-11
<PAGE>   41

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.   LOANS (CONTINUED)

          The total recorded investment in impaired loans was $ - - and $63,097
          at December 31, 2000 and 1999, respectively. There were no impaired
          loans that had related allowances for loan losses determined in
          accordance with SFAS No. 114, Accounting by Creditors for Impairment
          of a Loan, at December 31, 2000 or 1999. The average recorded
          investment in impaired loans for 2000 and 1999 was $27,521 and
          $56,631, respectively. Interest income recognized on impaired loans
          for cash payments received was not material for the years ended
          December 31, 2000 and 1999.

          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, 2000 are as follows:

<TABLE>
         <S>                                               <C>
         Balance, beginning of year                        $  3,256,329
            Advances                                          8,426,750
            Repayments                                       (6,632,249)
            Change in executive officers                        100,075
                                                           ------------
         Balance, end of year                              $  5,150,905
                                                           ============
</TABLE>

NOTE 4.   PREMISES AND EQUIPMENT

          Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                              -----------------------------
                                                  2000              1999
                                              -----------       -----------
<S>                                           <C>               <C>
Equipment                                     $ 1,150,938       $   827,937
Leasehold improvements                            207,874                --
                                              -----------       -----------
                                                1,358,812           827,937
Accumulated depreciation                         (584,768)         (336,309)
                                              -----------       -----------
                                              $   774,044       $   491,628
                                              ===========       ===========
</TABLE>

NOTE 5.   DEPOSITS

          The aggregate amount of time deposits in denominations of $100,000 or
          more at December 31, 2000 and 1999 was $37,338,995 and $19,530,671,
          respectively. The Company had brokered certificates of deposit at
          December 31, 2000 and 1999 of $2,769,000 and $ - -, respectively. The
          scheduled maturities of time deposits at December 31, 2000 are as
          follows:

<TABLE>
                      <S>                             <C>
                      2001                            $ 60,399,461
                      2002                               5,116,294
                      2003                               5,572,422
                                                      ------------
                                                      $ 71,088,177
                                                      ============
</TABLE>


                                      F-12
<PAGE>   42
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  DEFERRED COMPENSATION PLAN

         In 1999, the Company established 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, 2000 and 1999 is $1,894,784 and $935,494,
         respectively. Income recognized on the policies amounted to $26,290 and
         $2,494 for the years ended December 31, 2000 and 1999, respectively.
         There was no deferred compensation liability or expense recognized as
         of and for the years ended December 31, 2000 or 1999.

NOTE 7.  INCOME TAXES

         Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                       ---------------------------------
                                                                          2000                  1999
                                                                       -----------           -----------

           <S>                                                         <C>                   <C>
           Current                                                     $   417,850           $   175,471
           Deferred                                                       (121,069)              (31,629)
           Change in valuation allowance                                  (343,446)             (143,842)
                                                                       -----------           -----------
                   Income tax expense (benefit)                        $   (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,
                                                       ------------------------------------------------------------
                                                                  2000                              1999
                                                       -------------------------          -------------------------
                                                         AMOUNT           PERCENT           Amount           Percent
                                                       -----------        -------         -----------        -------

            <S>                                        <C>                <C>             <C>                <C>
            Income taxes at statutory rate             $   346,501            34%         $   151,297            34%
            Change in valuation allowance                 (343,446)          (34)            (143,842)          (32)
            Other                                          (49,720)           (5)              (7,455)           (2)
                                                       -----------         -----          -----------         -----
            Income tax expense (benefit)               $   (46,665)           (5)%        $        --            --%
                                                       ===========         =====          ===========         =====
</TABLE>



                                      F-13
<PAGE>   43


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.  INCOME TAXES (CONTINUED)

         The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,
                                                                                    -------------------------------
                                                                                      2000                  1999
                                                                                    ---------             ---------
                       <S>                                                          <C>                   <C>
                       Deferred tax assets:
                         Loan loss reserves                                         $ 334,369             $ 175,168
                         Loan fees                                                     47,552                50,229
                         Preopening and organization expenses                         130,323               181,382
                         Depreciation                                                   2,220                   --
                         Securities available-for-sale                                  4,325                87,988
                                                                                    ---------             ---------
                                                                                      518,789               494,767
                       Valuation allowance                                                 --              (431,434)
                                                                                    ---------             ---------
                                                                                      518,789                63,333
                                                                                    ---------             ---------

                       Deferred tax liabilities, depreciation                              --                13,384
                                                                                    ---------             ---------

                       Net deferred tax assets                                      $ 518,789             $  49,949
                                                                                    =========             =========
</TABLE>

NOTE 8.  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, 2000
         are due as follows:

<TABLE>
         <S>                                                                                     <C>
         During the next five years                                                              $  1,990,680
         During the remaining term of the leases                                                    3,685,469
                                                                                                 ------------
                                                                                                 $  5,676,149
                                                                                                 ============
</TABLE>

                  Total rental expense is summarized as follows:

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                                   ------------------------
                                                                                      2000          1999
                                                                                   ----------    ----------

                      <S>                                                          <C>           <C>
                      GBC Properties, LLC                                          $  286,596    $  238,830
                      Other third parties                                               9,295            --
                                                                                   ----------    ----------
                                                                                   $  295,891    $  238,830
                                                                                   ==========    ==========
</TABLE>



                                      F-14
<PAGE>   44


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.  STOCK OPTIONS

         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,
                                                              ------------------------------------------------------------
                                                                         2000                             1999
                                                              --------------------------       ---------------------------
                                                                               WEIGHTED-                         Weighted-
                                                                               AVERAGE                           average
                                                                               EXERCISE                          Exercise
                                                               NUMBER           PRICE           Number            Price
                                                              ---------        ---------       ---------         ---------

         <S>                                                  <C>              <C>             <C>               <C>
         Under option, beginning of year                        103,500        $   10.00          60,000         $   10.00
            Granted                                              75,000            10.00          45,000             10.00
            Exercised                                                --               --          (1,500)            10.00
            Terminated                                               --               --              --                --
                                                              ---------                        ---------
         Under option, end of year                              178,500            10.00         103,500             10.00
                                                              =========                        =========
         Exercisable, end of year                               141,000            10.00         103,500             10.00
                                                              =========                        =========

         Weighted average remaining contractual life            9 YEARS                          9 years

         Weighted average fair value of
            options granted during the year                   $    4.59                        $    4.86
                                                              =========                        =========
</TABLE>

         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,
                                                                             ---------------------------------
                                                                                  2000                 1999
                                                                             ---------------------------------

         <S>                                                                 <C>                    <C>
         Net income               As reported                                $   1,065,787          $  444,990
                                  Pro forma                                  $     958,746          $  300,608

         Earnings per share       As reported                                $        1.12          $     0.47
                                  Pro forma                                  $        1.01          $     0.32

         Earnings per share -     As reported                                $        1.12          $     0.47
           assuming dilution      Pro forma                                  $        1.01          $     0.32
</TABLE>


                                      F-15
<PAGE>   45



         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.  STOCK OPTIONS (CONTINUED)

         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>
                                                                                                 YEARS ENDED DECEMBER 31,
                                                                                             ---------------------------------
                                                                                                  2000                1999
                                                                                             --------------        -----------

                        <S>                                                                  <C>                   <C>
                        Dividend yield                                                                  0%                 0%
                        Expected life                                                             10 YEARS           10 years
                        Expected volatility                                                             0%                 0%
                        Risk-free interest rate                                                      6.23%              6.77%
</TABLE>

NOTE 10. 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,
                                                                                          ------------------------------
                                                                                             2000                1999
                                                                                          ----------          ----------

                  <S>                                                                     <C>                 <C>
                  Basic Earnings Per Share:
                         Weighted average common shares outstanding                          951,580             950,298
                                                                                          ==========          ==========

                         Net income                                                       $1,065,787          $  444,490
                                                                                          ==========          ==========

                         Basic earnings per share                                         $     1.12          $     0.47
                                                                                          ==========          ==========

                      Diluted Earnings Per Share:
                         Weighted average common shares outstanding                          951,580             950,298
                         Net effect of the assumed exercise of stock
                            options based on the treasury stock method
                            using average market prices for the year                              --                  --
                                                                                          ----------          ----------
                         Total weighted average common shares and
                            common stock equivalents outstanding                             951,580             950,298
                                                                                          ==========          ==========

                         Net income                                                       $1,065,787          $  444,490
                                                                                          ==========          ==========

                         Diluted earnings per share                                       $     1.12          $     0.47
                                                                                          ==========          ==========
</TABLE>


                                      F-16
<PAGE>   46


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. COMMITMENTS AND CONTINGENCIES

         The Company is 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. They 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,
                                                                           ------------------------------
                                                                                2000            1999
                                                                           --------------  --------------

               <S>                                                         <C>             <C>
               Letters of credit                                           $     820,927   $     704,246
               Commitments to extend credit                                   25,892,234      21,739,731
                                                                           --------------  --------------
                                                                           $  27,713,161   $  22,443,977
                                                                           ==============  ==============
</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 Company evaluates each
         customer's creditworthiness on a case-by-case basis. 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 guarantees 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.

         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.


                                      F-17
<PAGE>   47


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. 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.

         Fifty-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, as a matter of policy, does not generally extend credit to
         any single borrower or group of related borrowers in excess of 25% of
         statutory capital, or approximately $2,250,000.

NOTE 13. 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,
         2000, approximately $198,000 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, 2000, the Company and the Bank met all capital adequacy
         requirements to which they are subject.


                                      F-18
<PAGE>   48



         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. REGULATORY MATTERS (CONTINUED)

         As of December 31, 2000, 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, 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%

               December 31, 1999:
               Total Capital to Risk Weighted Assets:
                  Consolidated                              $   9,094       19.28%    $    3,773        8%     $    N/A       N/A
                  Bank                                      $   8,785       18.63%    $    3,773        8%     $  4,716       10%
               Tier I Capital to Risk Weighted Assets:
                  Consolidated                              $   8,503       18.03%    $    1,887        4%     $    N/A       N/A
                  Bank                                      $   8,194       17.37%    $    1,887        4%     $  2,830        6%
               Tier I Capital to Average Assets:
                  Consolidated                              $   8,503       14.98%    $    2,271        4%     $    N/A       N/A
                  Bank                                      $   8,194       14.43%    $    2,271        4%     $  2,839        5%

</TABLE>



                                      F-19
<PAGE>   49


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. 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.

         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.



                                      F-20


<PAGE>   50


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. 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 non fee-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, 2000                       December 31, 1999
                                                      -------------------------------       ----------------------------------
                                                        CARRYING            FAIR              Carrying               Fair
                                                         AMOUNT             VALUE              Amount                Value
                                                      ------------      -------------       -------------         ------------

                <S>                                   <C>               <C>                 <C>                   <C>
                FINANCIAL ASSETS:
                   Cash, due from banks,
                      And Federal funds sold          $ 21,916,250      $  21,916,250       $   9,842,647         $  9,842,647
                   Securities available-for-sale         9,038,850          9,038,850           6,836,993            6,836,993
                   Loans                                71,751,344         72,930,531          43,611,649           44,248,307
                   Accrued interest receivable             999,879            999,879             434,485              434,485

                FINANCIAL LIABILITIES:
                   Deposits                             96,345,975         96,676,508          53,783,842           54,104,299
                   Accrued interest payable                540,135            540,135             210,922              210,922
</TABLE>

NOTE 15. 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,
                                                                                                ----------------------------
                                                                                                   2000              1999
                                                                                                ----------        ----------

                         <S>                                                                    <C>               <C>
                         Other operating income:
                            Mortgage origination fees                                           $   51,841        $   62,790
                         Other operating expenses:
                            Telephone                                                               54,077            46,547
                            Professional and consulting                                            116,994           116,048
                            Data processing                                                         98,578            79,485
</TABLE>


                                      F-21
<PAGE>   51
                        NOTES TO CONSOLIDATED STATEMENTS

NOTE 16.  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, 2000 and 1999.


                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       2000              1999
                                                                   -----------       -----------
         <S>                                                       <C>               <C>
           ASSETS
            Cash                                                   $   256,026       $   308,287
            Investment in subsidiary                                 9,191,079         7,935,620
            Other assets                                               114,322                --
                                                                   -----------       -----------

               Total assets                                        $ 9,561,427       $ 8,243,907
                                                                   ===========       ===========

                 TOTAL STOCKHOLDERS' EQUITY                        $ 9,561,427       $ 8,243,907
                                                                   ===========       ===========

                         CONDENSED STATEMENTS OF INCOME

                                                                       2000              1999
                                                                   -----------       -----------

         EXPENSES, OTHER                                           $    21,170       $    31,085
                                                                   -----------       -----------

                LOSS BEFORE INCOME TAX BENEFITS AND EQUITY IN
                    UNDISTRIBUTED EARNINGS OF SUBSIDIARY               (21,170)          (31,085)

         INCOME TAX BENEFITS                                           (83,231)               --
                                                                   -----------       -----------

                INCOME (LOSS) BEFORE EQUITY IN UNDISTRIBUTED
                    EARNINGS OF SUBSIDIARY                              62,061           (31,085)

         EQUITY IN UNDISTRIBUTED EARNINGS
            OF SUBSIDIARY                                            1,003,726           476,075
                                                                   -----------       -----------

                 NET INCOME                                        $ 1,065,787       $   444,990
                                                                   ===========       ===========
</TABLE>


                                      F-22
<PAGE>   52

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

         <TABLE>
         <CAPTION>
                                                                                2000              1999
                                                                            -----------       -----------
         <S>                                                                <C>               <C>
         OPERATING ACTIVITIES
            Net income                                                      $ 1,065,787       $   444,990
            Adjustments to reconcile net income to net
               cash used in operating activities:
               Equity in undistributed earnings of subsidiary                (1,003,726)         (476,075)
               Other operating activities                                       (83,231)           (5,000)
                                                                            -----------       -----------

                   Net cash used in operating activities                        (21,170)          (36,085)
                                                                            -----------       -----------

         FINANCING ACTIVITIES
            Proceeds from exercise of stock options                                  --            15,000
            Deferred stock offering costs                                       (31,091)               --
                                                                            -----------       -----------

                   Net cash provided by (used in) financing activities          (31,091)           15,000
                                                                            -----------       -----------

         Net decrease in cash                                                   (52,261)          (21,085)

         Cash at beginning of year                                              308,287           329,372
                                                                            -----------       -----------

         Cash at end of year                                                $   256,026       $   308,287
                                                                            ===========       ===========
         </TABLE>

NOTE 17.  STOCK OFFERING

          The Company has filed a registration statement on Form SB-2 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.


                                      F-23

<PAGE>   53


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

         None.


                                      -28-
<PAGE>   54

                                    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, 2000, and the positions they hold.

<TABLE>
<CAPTION>
               NAME                   AGE                                POSITION HELD
         -------------------          ---             --------------------------------------------------------
         <S>                          <C>             <C>
         Larry D. Key                 55              President, Chief Executive Officer and
                                                      Chairman of the Company and the Bank

         John T. Hopkins III          59              Executive Vice President, Chief Financial Officer,
                                                      Secretary and Treasurer of the Company and the Bank

         Michael A. Roy               55              Executive Vice President and Chief Credit Officer of the
                                                      Bank

         Paul C. Birkhead             55              Senior Vice President and Senior Commercial Loan Officer
                                                      of the Bank

         Michael L. Couch             45              Senior Vice President and Senior Construction Loan
                                                      Officer of the Bank

         Jan Smith                    49              Senior Vice President and Senior Commercial Loan Officer
                                                      of the Bank

         Marcia N. Watkins            54              Senior Vice President and Internal Auditor of the Bank

         James B. Ballard             56              Director of the Company and the Bank

         Jerry M. Boles               60              Director of the Company and the Bank

         W. H. Britt                  62              Director of the Company and the Bank

         Richard F. Combs             53              Director of the Company and the Bank

         William G. Hayes             62              Director of the Company and the Bank

         Douglas A. Langley           42              Director of the Company and the Bank

         Norris J. Nash               73              Director of the Company and the Bank

         J. Joseph Powell             56              Director of the Company and the Bank

         William S. Stanton, Jr.      45              Director of the Company and the Bank
</TABLE>


                                      -29-
<PAGE>   55

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.

         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


                                      -30-
<PAGE>   56

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 a licensed stock broker and holds insurance licenses.

         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


                                      -31-
<PAGE>   57

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.


                                      -32-
<PAGE>   58

ITEM 10.  EXECUTIVE COMPENSATION

         The following table provides information with respect to the annual
compensation for services in all capacities for 1998, 1999 and 2000 for our
Chief Executive Officer and Chief Financial Officer. No other officer earned
more than $100,000 in 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             ANNUAL COMPENSATION(1)
                                                               ---------------------------------------------------
                                                                                                         SECURITIES
                                                                                                         UNDERLYING
                                                                                                          OPTIONS
               NAME AND PRINCIPAL POSITION                     YEAR          SALARY          BONUS        GRANTED
               ---------------------------                     ----          ------          -----       ----------
<S>                                                            <C>          <C>              <C>         <C>
Larry D. Key..........................................         2000         $143,000           --          12,000
   President, Chief Executive Officer and Chairman             1999         $130,000           --          10,000
                                                               1998         $130,000           --           6,000

John T. Hopkins III...................................         2000         $104,500           --           9,000
   Chief Financial Officer and Executive Vice                  1999         $ 95,000           --           7,500
   President                                                   1998         $ 95,000           --           5,000
</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.

         The following table sets forth all individual grants of stock options
during 2000 to our Chief Executive Officer and Chief Financial Officer.


                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                 NUMBER OF         PERCENT OF TOTAL
                                                 SECURITIES       OPTIONS GRANTED TO      EXERCISE
                                             UNDERLYING OPTIONS      EMPLOYEES IN        PRICE PER       EXPIRATION
                   NAME                          GRANTED(1)           FISCAL YEAR          SHARE            DATE
                   ----                      ------------------   ------------------     ----------      ----------
<S>                                          <C>                  <C>                    <C>             <C>
Larry D.  Key...........................           12,000                 16%              $10.00        12/20/2010
John T. Hopkins III.....................            9,000                 12%              $10.00        12/20/2010
</TABLE>

-------------
(1)      Options granted to Messrs. Key and Hopkins were incentive options and
         were granted at an exercise price of not less than fair market value on
         the date of grant, as determined by the Board of Directors. Half of the
         options granted to Messrs. Key and Hopkins vest on December 20, 2001
         and half are fully vested and expire 10 years after the date of grant.

         Neither Mr. Key nor Mr. Hopkins exercised any options in 2000.

         The following table provides information regarding options exercised
and exercisable and unexercisable stock options held as of December 31, 2000, by
our Chief Executive Officer and Chief Financial Officer.



                                      -33-
<PAGE>   59

                        AGGREGATE/YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                NUMBER OF SECURITIES UNDERLYING           VALUE OF UNEXERCISED
                                                UNEXERCISED OPTIONS GRANTED AT           IN-THE-MONEY OPTIONS AT
                                                          YEAR-END(1)                          YEAR-END(1)
                   NAME                            EXERCISABLE/UNEXERCISABLE            EXERCISABLE/UNEXERCISABLE
                   ----                         -------------------------------         -------------------------
<S>                                             <C>                                     <C>
Larry D.  Key...........................                 22,000/6,000                            --/--
John T. Hopkins III.....................                 17,000/4,500                            --/--
</TABLE>

-------------
(1)      There was no public trading market for our common stock as of December
         31, 2000. 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, 2000 ($10.00 per share)
         and the exercise price per share payable upon exercise of such options
         ($10.00 per share). In determining the fair market value of our common
         stock, our Board of Directors considered various factors, including
         then-current information regarding our financial condition and business
         prospects, prior third party sales, exercise prices for our prior
         option grants and the absence of a market for our common stock.

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 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.


                                      -34-
<PAGE>   60

         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, 2000,
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. In December 2000, the Bank began paying $500 to each
director for each meeting of the Board of Directors attended. Prior to December
2000, the Bank's directors received no fees, bonuses or payments for their
service on the Board of Directors.


                                      -35-
<PAGE>   61

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of our common
stock as of December 31, 2000, 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) .............................................             38,000                      3.90%
3300 Jim Moore Road
Dacula, Georgia  30019

John T. Hopkins III (3).......................................             27,010                      2.79%
6504 Yacht Club Road
Flowery Branch, Georgia 30542

James B. Ballard (4) .........................................             43,406                      4.53%
2400 Bagley Road
Cumming, Georgia  30040

Jerry M. Boles (5) ...........................................             31,700                      3.31%
4435 Pemberton Cove
Alpharetta, Georgia  30022

W.  H. Britt (6) .............................................             20,837                      2.18%
3260 Brisco Road
Loganville, Georgia  30052

Richard F. Combs (7) .........................................             28,661                      3.00%
1985 Burgundy Drive
Braselton, Georgia  30517

W. Grant Hayes (8) ...........................................              6,000                       .63%
412 Summit Ridge Drive
Lawrenceville, Georgia  30045

Douglas A. Langley (9) .......................................             25,900                      2.71%
270 Constitution Boulevard
Lawrenceville, Georgia  30045

Norris J. Nash (10) ..........................................             31,385                      3.28%
1176 Oleander Drive
Lilburn, Georgia  30247

J. Joseph Powell (11) ........................................             30,850                      3.23%
2335 Bagley Road
Cumming, Georgia  30041

William S. Stanton, Jr. (12) .................................             45,110                      4.71%
5081 Hodgrins Place
Lilburn, Georgia  30047

All directors and officer as a group (11 persons) ............            328,859                     31.86%
</TABLE>

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



                                      -36-
<PAGE>   62

(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 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 17,000 shares of our common stock.

(3)      Includes options to purchase 22,000 shares of our common stock.

(4)      Includes 5,000 shares owned by Mr. Ballard's son, 5,000 shares owned by
         a company that Mr. Ballard controls, 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 500 shares owned by Mr. Britt's wife, 2,000 shares owned by
         Mr. Britt's family members and options to purchase 5,000 shares of our
         common stock.

(7)      Includes 1,000 shares owned by Mr. Combs' wife, and options to purchase
         3,400 shares of our common stock.

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

(9)      Includes 20,000 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 member, 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 1,950 shares owned by Mr. Powell's son, 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.

         All of the relationships established with the Correspondents were at
arms-length. There is no affiliation between the Bank and any of its officers
and directors and any of the Correspondents.


                                      -37-
<PAGE>   63

         On January 1, 2000, the Bank entered into a Lease Agreement with GBC
LLC to lease the banking facility. Most of the members of GBC LLC are our
directors and officers. We believe is as favorable as rates that would be
obtained from an unaffiliated third party.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

 3.2           Amended and Restated Bylaws (Incorporated by reference from 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 between the Registrant 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 (Incorporated by reference from Exhibit 10.5 to the
               Form 10-KSB filed on March 30, 1999).

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.

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

99.1           Proxy Materials and Proxy for 2000 Annual Shareholders' Meeting.
</TABLE>


(b)      Reports on Form 8-K filed in the fourth quarter of 2000:  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, form of proxy or other proxy soliciting material
with respect to the 2000 annual or other meeting of shareholders is filed
herewith as Exhibit 99.1.


                                      -38-
<PAGE>   64

         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.


                                      -39-
<PAGE>   65


                                   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 1, 2001

         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.

<TABLE>
<CAPTION>
                 Signature                                                Title
                 ---------                                                -----


<S>                                                     <C>
/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 Company and the
John T. Hopkins III                                     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.
</TABLE>



                                      -40-

<PAGE>   66

                                 EXHIBIT INDEX

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

 3.2           Amended and Restated Bylaws (Incorporated by reference from 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 between the Registrant 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 (Incorporated by reference from Exhibit 10.5 to the
               Form 10-KSB filed on March 30, 1999).

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.

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

99.1           Proxy Materials and Proxy for 2000 Annual Shareholders' Meeting.
</TABLE>