##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|       |  |                                                                                                                                       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------
|(XBOX) |  | Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the quarterly period ended March 31, 2002
|      
|      
|      
|      
|       |  |                                                                                                                                       
|      
|      
|      
|      
|(BOX)  |  | Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from      to             

Commission file number: 000-30805

WGNB CORP.

(Exact name of registrant as specified in its charter)


|                                 |  |                                                
|-------------------------------- |  | -----------------------------------------------
|Georgia
(State of Incorporation) |  | 58-1640130
(I.R.S. Employer Identification No.)

201 Maple Street
P.O. Box 280
Carrollton, Georgia 30117
(Address of principal executive offices)

(770) 832-3557
(Registrantss telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 (XBOX) No (BOX)

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:

|                              |  |                             |           | 
|----------------------------- |  | --------------------------- | --------- | 
|Class                         |  | Outstanding at May 10, 2002
|                              |  |                            
|Common Stock, $1.25 par value |  |                             | 3,306,733 | 





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TABLE OF CONTENTS



|                               |                                                                                               |                                                  |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------ |  |  |  |  |  | 
|Part I  Financial Information
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Consolidated Balance Sheets                     
|                               |                                                                                               | Consolidated Statements of Earnings             
|                               |                                                                                               | Consolidated Statements of Comprehensive Income 
|                               |                                                                                               | Consolidated Statements of Cash Flows           
|                               |                                                                                               | Consolidated Statements of Cash Flows, continued
|                               |                                                                                               | Notes to Consolidated Financial Statements      
|                               | Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|Part II  Other Information   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                               | Item 3. Defaults Upon Senior Securities                                                      
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                               | Item 5. Other Information                                                                    
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    



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##### Table of Contents



WGNB CORP.

INDEX TO FORM 10-Q

|             |  |                                                                                                          |  |     
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | ----
|Item Number  |  |                                                                                                          |  |     
|in Form 10-Q |  | Description                                                                                              |  | Page
|             |  |                                                                                                          |  |     
|Part One     |  | Financial Information                                                                                    |  |     
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 1.      |  | Financial Statements                                                                                    
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Consolidated Balance Sheets at March 31, 2002 and December 31,
2001                                      |  | 2   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Consolidated Statements of Earnings for Three Months ended
March
31, 2002 and March 31, 2001             |  | 3   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Consolidated Statements of Comprehensive Income for Three
Months
ended March 31, 2002 and March 31, 2001 |  | 4   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Consolidated Statements of Cash Flows for Three Months ended
March 31, 2002 and March 31, 2001           |  | 5   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Notes to Consolidated Financial Statements                                                               |  | 7   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 2.      |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                    |  | 8   
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 3.      |  | Quantitative and Qualitative Disclosures About Market Risk                                               |  | 11  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Part Two     |  | Other Information                                                                                        |  |     
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 1.      |  | Legal Proceedings                                                                                        |  | 12  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 2.      |  | Changes in Securities and Use of Proceeds                                                                |  | 12  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 3.      |  | Defaults Upon Senior Securities                                                                          |  | 13  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 4.      |  | Submission of Matters to a Vote of Security Holders                                                      |  | 13  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 5.      |  | Other Information                                                                                        |  | 13  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|Item 6.      |  | Exhibits and Reports on Form 8-K                                                                         |  | 13  
|            
|            
|            
|            
|             |  |                                                                                                          |  |     
|            
|            
|            
|            
|             |  | Signatures                                                                                               |  | 14  





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##### Table of Contents






Part I  Financial Information




Item 1. Financial Statements

The unaudited financial statements of WGNB Corp. (the Company) are set
forth on the following pages. All adjustments have been made which, in the
opinion of management, are necessary in order to make the financial statements
not misleading.





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##### Table of Contents






WGNB CORP.
Consolidated Balance Sheets

March 31, 2002
(unaudited)

|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |             |  |             |            | 
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | --------- | -------------------------- | ------------------------- |  | -------------------- | ----------- | ----------- |  | ----------- | ---------- | 
|                                                                         |                                                                                                                    |           |                            |                           |  | For the Period Ended
|                                                                         |                                                                                                                    |           |                            |                           |  |                     
|Assets                                                                   |                                                                                                                    | March 31, |                            | December 31,             
|                                                                         |                                                                                                                    | 2002      |                            | 2001                     
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|Cash and cash due from banks, including reserve requirements
of $100,000 |                                                                                                                    | $         | 8,778,910                  |                           |  | $                    | 11,314,895  |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal funds sold                                                       |                                                                                                                    |           | 16,152,000                 |                           |  |                      | 19,684,000  |            
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    |           |                            | Cash and cash equivalents |  |                      | 24,930,910  |             |  |             | 30,998,895 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Securities available for sale                                            |                                                                                                                    |           | 56,306,140                 |                           |  |                      | 54,934,146  |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Securities held to maturity                                              |                                                                                                                    |           | 3,000,000                  |                           |  |                      | 2,000,000   |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Loans, net                                                               |                                                                                                                    |           | 251,261,278                |                           |  |                      | 249,560,369 |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Premises and equipment, net                                              |                                                                                                                    |           | 6,265,792                  |                           |  |                      | 6,306,346   |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Accrued interest receivable                                              |                                                                                                                    |           | 2,017,702                  |                           |  |                      | 1,936,980   |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other assets                                                             |                                                                                                                    |           | 4,725,930                  |                           |  |                      | 4,485,301   |            
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    | $         | 348,507,752                |                           |  | $                    | 350,222,037 |            
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|Liabilities and Stockholders Equity                                     |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Deposits:                                                                |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Demand                                                                                                             |           | $                          | 34,481,895                |  |                      | $           | 32,972,953  | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Interest bearing demand                                                                                            |           |                            | 109,111,651               |  |                      |             | 109,464,714 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Savings                                                                                                            |           |                            | 8,915,967                 |  |                      |             | 8,235,588   | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Time                                                                                                               |           |                            | 84,532,079                |  |                      |             | 88,363,915  | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Time, over $100,000                                                                                                |           |                            | 41,212,745                |  |                      |             | 41,493,958  | 
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    |           | Total deposits             |                           |  | 278,254,337          |             |             |  | 280,531,128 |           
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal Home Loan Bank advances                                          |                                                                                                                    |           | 35,000,000                 |                           |  |                      | 35,000,000  |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other borrowings                                                         |                                                                                                                    |           | 1,142,000                  |                           |  |                      | 1,282,000   |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Accrued interest payable                                                 |                                                                                                                    |           | 1,502,283                  |                           |  |                      | 1,895,387   |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other liabilities                                                        |                                                                                                                    |           | 2,699,948                  |                           |  |                      | 2,309,195   |            
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    |           | Total liabilities          |                           |  | 318,598,568          |             |             |  | 321,017,710 |           
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|Stockholders equity:                                                    |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Common stock, $1.25 par value, 10,000,000 shares authorized;
3,106,733 and 3,100,355 shares issued and outstanding |           |                            | 3,883,416                 |  |                      |             | 3,875,444   | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Additional paid-in capital                                                                                         |           |                            | 850,719                   |  |                      |             | 829,324     | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Retained earnings                                                                                                  |           |                            | 24,881,689                |  |                      |             | 24,111,323  | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Accumulated comprehensive income                                                                                   |           |                            | 293,360                   |  |                      |             | 388,236     | 
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    |           | Total stockholders equity |                           |  | 29,909,184           |             |             |  | 29,204,327  |           
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            
|                                                                         |                                                                                                                    | $         | 348,507,752                |                           |  | $                    | 350,222,037 |            
|                                                                         |                                                                                                                    |           |                            |                           |  |                      |             |            

See accompanying notes to consolidated financial statements.

2



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Earnings

For the Three Months Ended March 31, 2002 and 2001
(unaudited)

|                                   |                                                |         |                                                     |                            |           |                      |           |           |           |           |           | 
|---------------------------------- | ---------------------------------------------- | ------- | --------------------------------------------------- | -------------------------- | --------- | -------------------- | --------- | --------- | --------- | --------- | --------- | 
|                                   |                                                |         |                                                     |                            |           | For the Three Months
|                                   |                                                |         |                                                     |                            |           | Ended March 31,     
|                                   |                                                |         |                                                     |                            |           | 2002                 |           | 2001     
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|Interest income:                   |                                                |         |                                                     |                            |           |                      |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Interest and fees on loans                     |         | $                                                   | 5,174,801                  |           |                      | $         | 5,758,923 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on federal funds sold                 |         |                                                     | 89,294                     |           |                      |           | 111,262   |          
|                                  
|                                  
|                                  
|                                  
|Interest on investment securities: |                                                |         |                                                     |                            |           |                      |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | U.S. Government agencies                       |         |                                                     | 429,152                    |           |                      |           | 444,720   |          
|                                  
|                                  
|                                  
|                                  
|                                   | State, county and municipal                    |         |                                                     | 300,887                    |           |                      |           | 173,839   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other                                          |         |                                                     | 101,796                    |           |                      |           | 56,287    |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Total interest income      |           |                      | 6,095,930 |           |           |           | 6,545,031 | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|Interest expense:                  |                                                |         |                                                     |                            |           |                      |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on deposits:                          |         |                                                     |                            |           |                      |           |           |          
|                                  
|                                  
|                                  
|                                  
|                                   |                                                | Demand  |                                                     |                            | 390,712   |                      |           |           | 784,881   |          
|                                  
|                                  
|                                  
|                                  
|                                   |                                                | Savings |                                                     |                            | 23,383    |                      |           |           | 57,244    |          
|                                  
|                                  
|                                  
|                                  
|                                   |                                                | Time    |                                                     |                            | 1,506,736 |                      |           |           | 1,740,199 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on FHLB and other borrowings          |         |                                                     | 458,749                    |           |                      |           | 414,142   |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Total interest expense     |           |                      | 2,379,580 |           |           |           | 2,996,466 | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Net interest income        |           |                      | 3,716,350 |           |           |           | 3,548,565 | 
|                                  
|                                  
|                                  
|                                  
|Provision for loan losses          |                                                |         | 75,000                                              |                            |           |                      | 226,500   |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         | Net interest income after provision
for loan losses |                            |           | 3,641,350            |           |           |           | 3,322,065 |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|Other income:                      |                                                |         |                                                     |                            |           |                      |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Service charges on deposit accounts            |         |                                                     | 724,720                    |           |                      |           | 666,550   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Gain on sale of investments available for sale |         |                                                     | 3,335                      |           |                      |           |          |          
|                                  
|                                  
|                                  
|                                  
|                                   | Miscellaneous                                  |         |                                                     | 423,042                    |           |                      |           | 377,228   |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Total other income         |           |                      | 1,151,097 |           |           |           | 1,043,778 | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|Other expenses:                    |                                                |         |                                                     |                            |           |                      |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Salaries and employee benefits                 |         |                                                     | 1,776,927                  |           |                      |           | 1,474,854 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy                                      |         |                                                     | 420,518                    |           |                      |           | 377,825   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other operating                                |         |                                                     | 756,427                    |           |                      |           | 688,904   |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Total other expenses       |           |                      | 2,953,872 |           |           |           | 2,541,583 | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|Earnings before income taxes       |                                                |         | 1,838,575                                           |                            |           |                      | 1,824,260 |          
|                                  
|                                  
|                                  
|                                  
|Income taxes                       |                                                |         | 617,731                                             |                            |           |                      | 634,803   |          
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Net earnings               |           | $                    | 1,220,844 |           |           | $         | 1,189,457 | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Basic earnings per share   |           | $                    | .39       |           |           | $         | .38       | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          
|                                   |                                                |         |                                                     | Diluted earnings per share |           | $                    | .39       |           |           | $         | .38       | 
|                                   |                                                |         |                                                     |                            |           |                      |           |          

See accompanying notes to consolidated financial statements.

3



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2002 and 2001
(unaudited)

|                                        |                                                               |                                                     |                  |   |                      |       |           |  |          |   | 
|--------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------- | ---------------- | - | -------------------- | ----- | --------- |  | -------- | - | 
|                                        |                                                               |                                                     |                  |   | For the Three Months
|                                        |                                                               |                                                     |                  |   | Ended March 31,     
|                                        |                                                               |                                                     |                  |   | 2002                 |       | 2001     
|                                        |                                                               |                                                     |                  |   |                      |       |          
|Net earnings                            |                                                               | $                                                   | 1,220,844        |   |                      | $     | 1,189,457 | 
|                                       
|                                       
|                                       
|                                       
|Other comprehensive income, net of tax: |                                                               |                                                     |                  |   |                      |       |           | 
|                                       
|                                       
|                                       
|                                       
|                                        | Unrealized gains on investment
securities available for sale: |                                                     |                  |   |                      |       |           |  |         
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Unrealized gains (losses) arising during
the period |                  |   | (142,628             | )     |           |  | 767,483  |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Associated benefit (taxes)                          |                  |   | 49,920               |       |           |  | (268,619 | )
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Reclassification adjustment for gains               |                  |   | (3,335               | )     |           |  |         |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               |                                                     | Associated taxes |   |                      | 1,167 |           |  |          |  | 
|                                        |                                                               |                                                     |                  |   |                      |       |           | 
|Other comprehensive income              |                                                               |                                                     | (94,876          | ) |                      |       | 498,864   | 
|                                        |                                                               |                                                     |                  |   |                      |       |           | 
|Comprehensive income                    |                                                               | $                                                   | 1,125,968        |   |                      | $     | 1,688,321 | 
|                                        |                                                               |                                                     |                  |   |                      |       |           | 

See accompanying notes to consolidated financial statements.

4



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2002 and 2001

|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |             |         |         |             |  
|------------------------------------------------ | ----------------------------------------------------------------------------------- | --------------------------------------------- | ----------------- | ------------------------------------------------ | ------- | -------------------- | ---------- | ----------- | ------- | ------- | ----------- | -
|                                                 |                                                                                     |                                               |                   |                                                  |         | For the Three Months
|                                                 |                                                                                     |                                               |                   |                                                  |         | Ended March 31,     
|                                                 |                                                                                     |                                               |                   |                                                  |         | 2002                 |            | 2001       
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|Cash flows from operating activities:            |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net earnings                                                                        |                                               | $                 | 1,220,844                                        |         |                      | $          | 1,189,457   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net earnings to net cash
Provided by operating activities: |                                               |                   |                                                  |         |                      |            |             |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Depreciation, amortization and accretion      |                   |                                                  | 253,139 |                      |            |             | 192,606 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for loan losses                     |                   |                                                  | 75,000  |                      |            |             | 226,500 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for deferred income taxes           |                   |                                                  | 55,907  |                      |            |             | 27,344  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Gain on sale of securities available for sale |                   |                                                  | (3,335  | )                    |            |             |        |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Gain on sale of premises and equipment        |                   |                                                  |        |                      |            |             | (95     | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Loss on sale of other real estate             |                   |                                                  |        |                      |            |             | 2,494   |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Change in:                                    |                   |                                                  |         |                      |            |             |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                               | Other assets      |                                                  |         | (312,047             | )          |             |         | 541,820 |            
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                               | Other liabilities |                                                  |         | (3,692               | )          |             |         | 77,406  |            
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                 |                                                                                     |                                               |                   | Net cash provided by operating activities        |         |                      | 1,285,816  |             |         |         | 2,257,532   |  
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|Cash flows from investing activities:            |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of securities available for sale                                |                                               |                   | 4,521,376                                        |         |                      |            |            |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from maturities of securities available for sale                           |                                               |                   | 2,787,165                                        |         |                      |            | 5,397,616   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of securities available for sale                                          |                                               |                   | (8,882,256                                       | )       |                      |            | (9,380,213  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of securities held to maturity                                            |                                               |                   | (1,000,000                                       | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in loans                                                                 |                                               |                   | (1,775,909                                       | )       |                      |            | (10,222,669 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sale of premises and equipment                                        |                                               |                   |                                                 |         |                      |            | 1,827       |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of premises and equipment                                                 |                                               |                   | (155,773                                         | )       |                      |            | (164,614    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Build-out of other real estate owned                                                |                                               |                   | (11,843                                          | )       |                      |            | (130,288    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of other real estate                                            |                                               |                   |                                                 |         |                      |            | 193,115     |        
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                 |                                                                                     |                                               |                   | Net cash used by investing activities            |         |                      | (4,517,240 | )           |         |         | (14,305,226 | )
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|Cash flows from financing activities:            |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in deposits                                                              |                                               |                   | (2,276,791                                       | )       |                      |            | 26,136,851  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from other borrowings                                                      |                                               |                   |                                                 |         |                      |            | 132,000     |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of other borrowings                                                       |                                               |                   | (140,000                                         | )       |                      |            |            |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in federal funds purchased                                               |                                               |                   |                                                 |         |                      |            | (600,000    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Dividends paid                                                                      |                                               |                   | (419,770                                         | )       |                      |            | (410,483    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Exercise of stock options                                                           |                                               |                   |                                                 |         |                      |            | 15,088      |        
|                                                 |                                                                                     |                                               |                   |                                                 
|                                                 | Retirement of common stock                                                          |                                               |                   |                                                  |         |                      |            | (15,088     | )      
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|                                                 |                                                                                     |                                               |                   | Net cash provided (used) by financing activities |         |                      | (2,836,561 | )           |         |         | 25,258,368  |  
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|Change in cash and cash equivalents              |                                                                                     |                                               | (6,067,985        | )                                                |         |                      | 13,210,674 |            
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                     |                                               | 30,998,895        |                                                  |         |                      | 11,937,664 |            
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            
|Cash and cash equivalents at end of period       |                                                                                     | $                                             | 24,930,910        |                                                  |         | $                    | 25,148,338 |            
|                                                 |                                                                                     |                                               |                   |                                                  |         |                      |            |            

See accompanying notes to consolidated financial statements.

5



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Cash Flows, continued

For the Three Months Ended March 31, 2002 and 2001
(unaudited)

|                                                  |                                              |                                                                         |  |                      |           |      |  |  |           | 
|------------------------------------------------- | -------------------------------------------- | ----------------------------------------------------------------------- |  | -------------------- | --------- | ---- |  |  | --------- | 
|                                                  |                                              |                                                                         |  | For the Three Months
|                                                  |                                              |                                                                         |  | Ended March 31,     
|                                                  |                                              |                                                                         |  | 2002                 |           | 2001
|                                                  |                                              |                                                                         |  |                      |           |     
|Supplemental disclosure of cash flow information: |                                              |                                                                         |  |                      |           |      |  | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid during the period for:             |                                                                         |  |                      |           |      |  |  |          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Interest                                                                |  | $                    | 2,772,684 |      |  |  | 3,045,448 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Income taxes                                                            |  |                      | 1,269,800 |      |  |  | 84,162    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non-cash investing and financing activities: |                                                                         |  |                      |           |      |  |  |          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Change in unrealized gains on securities
available for sale, net of tax |  |                      | (94,876   | )    |  |  | 498,864   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Change in dividends payable                                             |  |                      | 30,708    |      |  |  | 8,690     | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Satisfaction of other liability with issuance
of common stock           |  |                      | 29,367    |      |  |  | 25,438    | 

See accompanying notes to consolidated financial statements.

6



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##### Table of Contents






WGNB Corp.

Notes to Consolidated Financial Statements

NOTE (1)  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of WGNB Corp.
(the Company) and its wholly-owned subsidiaries, West Georgia National Bank
(the Bank) and West Georgia Credit Services, Inc. (the Finance Company).
All significant inter-company accounts have been eliminated in consolidation.
In some cases, certain prior period amounts have been reclassified to conform
with current year presentation.

The accompanying unaudited interim consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the Companys financial position as of March 31, 2002, and the
results of its operations and its cash flows for the three-month period then
ended. All such adjustments are normal and recurring in nature. The financial
statements included herein should be read in conjunction with consolidated
financial statements and the related notes and the report of independent
accountants included in the Companys filing on form 10-K which included the
results of operations for the years ended December 31, 2001, 2000 and 1999.

NOTE (2)  NET EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period while the effects of potential common
shares outstanding during the period are included in diluted earnings per
share. The average market price during the year is used to compute equivalent
shares.

Reconciliation of the amounts used in the computation of both basic
earnings per share and diluted earnings per share for the periods ended
March 31, 2002 and March 31, 2001 are as follows:

|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 
|--------------------------------------------- |  | ----------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | - | --- | 
|                                              |  | For the three months ended March 31, 2002
|                                              |  |                                           |           |               |  |           |           |  |  |  
|                                              |  | Net Earnings                              |           | Common Shares |  | Earnings 
|                                              |  | (Numerator)                               |           | (Denominator) |  | per Share
|                                              |  |                                           |           |               |  |          
|Basic earnings per share                      |  | $                                         | 1,220,844 |               |  |           | 3,103,096 |  |  | $ | .39 | 
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                           |           |               |  |           | 27,280    |  |  |   | .00 | 
|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 
|Diluted earnings per share                    |  | $                                         | 1,220,844 |               |  |           | 3,130,376 |  |  | $ | .39 | 
|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 

|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 
|--------------------------------------------- |  | ----------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | - | --- | 
|                                              |  | For the three months ended March 31, 2001
|                                              |  |                                           |           |               |  |           |           |  |  |  
|                                              |  | Net Earnings                              |           | Common Shares |  | Earnings 
|                                              |  | (Numerator)                               |           | (Denominator) |  | per Share
|                                              |  |                                           |           |               |  |          
|Basic earnings per share                      |  | $                                         | 1,189,457 |               |  |           | 3,095,729 |  |  | $ | .38 | 
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                           |           |               |  |           | 32,953    |  |  |   | .00 | 
|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 
|Diluted earnings per share                    |  | $                                         | 1,189,457 |               |  |           | 3,128,682 |  |  | $ | .38 | 
|                                              |  |                                           |           |               |  |           |           |  |  |   |     | 

NOTE (3)  SUBSEQUENT EVENTS

On April 10, 2002, the Company commenced a public offering of 200,000
shares of its common stock at a purchase price of $24.00 per share. The
offering terminated on April 23, 2002 and proceeds in the amount of $4,800,000
were escrowed. Expenses of the offering totaled $32,221. The net proceeds of
the offering were $4,767,779. The net proceeds of the offering will be used to
fund the future growth and expansion of the Company and the Bank.

7



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##### Table of Contents






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

The following analysis and compares WGNB Corp.s results of operations for
the three month periods ended March 31, 2002 and 2001 and reviews important
factors affecting WGNB Corp.s financial condition at March 31, 2002, compared
to December 31, 2001. These comments should be read in conjunction with the
Companys consolidated financial statements and accompanying notes appearing in
this report.

Forward Looking Statements

This report may contain certain forward-looking statements including
statements concerning plans, objectives, future events or performance and
assumptions and other statements that are not statements of historical fact.
The Company cautions readers that the following important factors, among
others, could cause the Companys actual results to differ materially from the
forward-looking statements contained in this report: (i) the effect of changes
in laws and regulations, including federal and state banking laws and
regulations, with which the Company and its subsidiaries must comply, and the
associated costs of compliance with such laws and regulations either currently
or in the future as applicable; (ii) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies as well as
by the Financial Accounting Standards Board, or of changes in the Companys
organization, compensation and benefit plans; (iii) the effect on the Companys
competitive position within its market area of the increasing consolidation
within the banking and financial services industries, including the increased
competition from larger regional and out-of-state banking organizations as well
as non-bank providers of various financial services; (iv) the effect of changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in local, regional or national economies. The Company cautions that
the foregoing list of important factors is not exclusive.

Results of Operations

Overview

Net earnings for the three months ended March 31, 2002 was $1,220,844,
which represented an increase of $31,000, or 2.6 percent, compared to the three
months ended March 31, 2001. The first quarter of 2002 earnings established
another record first quarter net income for the Company. When comparing the
first quarter of 2002 to the first quarter of 2001, the improved operating
results are primarily attributable to increased mortgage origination revenue,
an increase in net interest margin and a lower provision for loan loss.
Comparing the same two quarters, operating expenses have increased from 2001 to
2002. Salaries and employee benefits have increased $302,000 or 20.5 percent
and all other operating expense increased by $110,000 or 10.3 percent. Loan
growth resulted in an increase of net interest income of over $168,000, or 4.7
percent, when comparing the first three months of 2002 with the same period in
2001.

Net Interest Income

The net interest margin for the Company is beginning to stabilize after
two consecutive quarters of decline. The net interest margin for the first
quarter of 2002 was 4.65 percent, compared to 5.16 percent for the first
quarter of 2001. The decrease of 51 basis points could have been more
detrimental given the precipitous decline in rates during the last half of
2001. However, management recognized the potential impact of low rates and
actively managed the balance sheet to minimize interest rate risk including the
use of interest rate swaps. The actual dollar amount of net interest income
actually increased by $168,000 from the first quarter ended March 31, 2001 to
2002. This is primarily attributable to an increase in average outstanding
loans for the two periods of over $22 million. During that same time period,
the average yield on loans decreased 169 basis points, from 9.36 percent in the
first quarter of 2001 to 7.67 percent in the first quarter of 2002. The
overall yield on earning assets has decreased by 185 basis points during the
same time period. This decrease in the yield on earning assets was offset by a
decrease in the cost of interest-bearing

8



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##### Table of Contents



liabilities of 142 basis points.

Non-Interest Income and Expense

Non-interest income increased by $107,000, or 10 percent, when comparing
the first quarter of 2002 to 2001. The increase in mortgage origination fees
constituted $100,000 of the difference in the two first quarter periods. All
other non-interest income remained relatively flat between the two periods.

When comparing non-interest expense for the periods ended March 31, 2002
and 2001, there was a $412,000, or 16 percent increase. That increase was made
up of a $302,000 increase in salaries and benefits which was attributable to
increases in the amount of $199,000 for salaries and wages, $57,000 in 401k
Company matching contributions, profit sharing and bonuses and $46,000 for
medical insurance and payroll taxes. The $199,000 increase in salaries and
wages is attributable to increased commissions for mortgage originators, annual
increases for salaried and hourly personnel and, to a lesser extent, added
personnel. The $57,000 increase in 401k and profit sharing was attributable to
a higher wage base and increased participation in 401k and slightly higher
accruals for bonuses and profit sharing. The $46,000 increase in other
benefits was primarily attributable to increases in medical insurance premiums
and higher participation in the medical plan.

Income Taxes

Income tax expense for the first three months of each year was $618,000,
in 2002, and $635,000, in 2001. The effective tax rates for each of the periods
ended March 31, 2002 and 2001 were 33.6 percent and 34.8 percent, respectively.
The decreasing marginal rate is primarily attributable to the purchase of tax
credits.

Provision and Allowance for Loan Losses

The adequacy of the allowance for loan losses is determined through
managements informed judgment concerning the amount of risk inherent in the
Companys loan and lease portfolios. This judgment is based on such factors as
the change in levels of non-performing and past due loans and leases,
historical loan loss experience, borrowers financial condition, concentration
of loans to specific borrowers and industries, estimated values of underlying
collateral, and current and prospective economic conditions. The allowance for
loan losses at March 31, 2002 was $3.7 million, or 1.46 percent, of total loans
compared to $3.7 million, or 1.47 percent, of total loans at December 31, 2001.
Management believes that the allowance for loan losses is adequate to absorb
possible loss in the loan portfolio.

Non-Performing Assets and Past Due Loans

Non-performing assets, comprised of real estate owned, non-accrual loans
and loans for which payments are more than 90 days past due, totaled $3.3
million at March 31, 2002, compared to $2.7 million at December 31, 2001.
Non-performing assets as a percentage of total loans and real estate owned at
March 31, 2002 and December 31, 2001 were 1.31 percent and 1.05 percent,
respectively.

The Company has a loan review function that continually monitors selected
loans for which general economic conditions or changes within a particular
industry could cause the borrowers financial difficulties. The loan review
function also identifies loans with higher degrees of credit or other risks.
The focus of loan review as well as management is to maintain a low level of
non-performing assets and return current non-performing assets to earning
status. Management is unaware of any known trends, events or uncertainties
that will have or that are reasonably likely to have a material effect on
liquidity, capital resources or operations.

9



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##### Table of Contents



Financial Condition

Overview

Total assets were $348.5 million at March 31, 2002, a decrease of $1.7
million from December 31, 2001.

Assets and Funding

At March 31, 2002, earning assets totaled $332 million, an increase of $1
million from December 31, 2001. The mix of interest earning assets has changed
slightly since the end of 2001. Loans comprised 77 percent of earning assets,
investment securities increased to 18 percent, and federal funds decreased to 5
percent of earning assets at March 31, 2002. The loan percentage was 77
percent, investments constituted 17 percent and federal funds were 6 percent of
earning assets at December 31, 2001.

At March 31, 2002, interest-bearing deposits decreased $3.9 million,
compared to December 31, 2001. Non-interest-bearing deposits increased $1.5
million while public funds decreased $9.5 million and money markets increased
$4.1 million in the first three months of 2002. Federal Home Loan Bank
advances remained static at $35 million comparing the first quarter of 2002 to
the year ended 2001. At March 31, 2002 and December 31, 2001, deposits
represented 88 percent of interest bearing liabilities while Federal Home Bank
advances and other borrowings represented 12 percent of interest-bearing
liabilities.

Liquidity and Capital Resources

Net cash provided by operating activities totaled $1.3 million for the
three months ended March 31, 2002. Net cash used by investing activities
totaling $4.5 million consisted primarily of a $1.8 million increase in loans
and a $1.4 million increase to securities available for sale. The increase in
loans and securities were funded by the liquidation of federal funds. The
decrease in cash and cash equivalents for the year to date at March 31, 2002
was $6.1 million.

Total stockholders equity at March 31, 2002, was 8.58 percent of total
assets compared to 8.34 percent at December 31, 2001. The increase in the
capital percentage is attributed to a $1 million decrease in total assets and a
$700,000 increase in equity since December 31, 2001.

Total stockholders equity increased by $4.7 million due to the net
proceeds of an offering of shares subsequent to March 31, 2002.

At March 31, 2002, WGNB Corp. was in compliance with various regulatory
capital requirements administered by federal and state banking agencies. The
following is a table representing WGNB Corp.s consolidated Tier-1, tangible
capital, and risk-based capital

10



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##### Table of Contents



|                                         |  |                |        |   |  |        |       |          |  |        |        |   |  |        |      |   |  |   |        |  |  |  |      |  
|---------------------------------------- |  | -------------- | ------ | - |  | ------ | ----- | -------- |  | ------ | ------ | - |  | ------ | ---- | - |  | - | ------ |  |  |  | ---- | -
|                                         |  | March 31, 2002
|                                         |  |               
|                                         |  | Actual         |        |   |  |        |       | Required |  |        |        |   |  | Excess |      |   |  |  
|                                         |  | Amount         |        | % |  | Amount |       | %        |  | Amount |        | %
|                                         |  |                |        |   |  |        |       |          |  |        |        |  
|Total capital (to
risk-weighted assets)  |  | $              | 33,232 |   |  |        | 12.68 | %        |  | $      | 20,960 |   |  |        | 8.00 | % |  | $ | 12,272 |  |  |  | 4.68 | %
|                                        
|                                        
|                                        
|                                        
|Tier 1 capital (to
risk-weighted assets) |  |                | 30,036 |   |  |        | 11.46 | %        |  |        | 10,478 |   |  |        | 4.00 | % |  |   | 19,558 |  |  |  | 7.46 | %
|                                        
|                                        
|                                        
|                                        
|Tier 1 capital (to
average assets)       |  |                | 30,036 |   |  |        | 8.51  | %        |  |        | 14,103 |   |  |        | 4.00 | % |  |   | 15,933 |  |  |  | 4.51 | %




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and
interest rates. The Companys market risk arises primarily from interest rate
risk inherent in its lending and deposit-taking activities. The Company has
little or no risk related to trading accounts, commodities or foreign
exchanges.

Interest rate risk, which encompasses price risk, is the exposure of a
banking organizations financial condition and earnings ability to adverse
movements in interest rates. The measurement of market risk associated with
financial instruments is meaningful only when all related and offsetting on-and
off-balance sheet transactions are aggregated, and the resulting net positions
are identified. Disclosures about the fair value of financial instruments as
of December 31, 2001, which reflect changes in market prices and rates, can be
found in the Companys Annual Report to Stockholders on Form 10-K for the year
ended December 31, 2001 under section entitled Managements Discussion and
Analysis of Financial Condition and Results of Operation  Asset/Liability
Management.

Management actively monitors and manages the Companys interest rate risk
exposure. The primary objective in managing interest rate risk is to limit,
within established guidelines, the adverse impact of changes in interest rates
on the Companys net interest income and capital, while adjusting the Companys
asset-liability structure to obtain the maximum yield versus cost spread on
that structure. Management relies primarily on its asset-liability structure
to control interest rate risk. However, a sudden and substantial increase in
interest rates borne by assets and liabilities do not change at the same speed,
to the same extent, or on the same basis. Management believes that there have
been no significant changes in the Companys market risk exposure since
December 31, 2001.

11



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##### Table of Contents






Part II  Other Information




Item 1. Legal Proceedings

There are no material, pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.




Item 2. Changes in Securities and Use of Proceeds

(a)  Not applicable.

(b)  Not applicable.

(c)  The Company issued the following securities during the quarter ended
March 31, 2002 without registering the securities under the Securities Act,
pursuant to the exemption provided in Section 4(2) thereof, as a transaction
not involving a public offering:

Directors may elect to receive compensation for their services to the
Company and West Georgia National Bank, a wholly-owned subsidiary of the
Company (the Bank), in shares of the Companys Common Stock or cash. During
the quarter ended March 31, 2002, certain directors of the Bank received 1,211
shares in payment of deferred director compensation for an aggregate
consideration owed to them by the Bank of $29,367.

Options to purchase 17,272 shares of Common Stock were granted during the
quarter to individuals pursuant to the Companys Incentive Stock Option Plan
having a weighted average exercise price of $24.00. These options may be
exercised anytime beginning five years from the date of grant and ending ten
years from the date of grant at which point they expire. A total of 7,512
options were exercised in the first quarter of 2002, at a weighted average
exercise price of $8.69.

(d)  On March 28, 2002, the Companys Registration Statement on Form S-1,
pursuant to which the Company registered 200,000 shares of its Common Stock for
sale to the public, was declared effective by the Securities and Exchange
Commission under Registration No. 333-84140. On April 10, 2002, the Company
commenced the public offering of these 200,000 shares, at a purchase price of
$24.00 per share, or an aggregate amount of $4,800,000. The offering was
conducted through the Companys officers and directors on a best-efforts basis
without compensation. The entire 200,000 shares subject to the registration
statement was sold, and the offering was terminated, on April 23, 2002. The
Company expected to receive net proceeds of $4,729,000, after deducting legal,
accounting and printing expenses of approximately $71,000. As of the date of
this Report, proceeds of the offering in the amount of $4,800,000 less offering
expenses paid to date in the amount of $32,221 are in escrow at the Bank and
are invested in federal funds.

(e)  During the first quarter of 2002, the Company declared and paid
quarterly cash dividends amounting to 14.50 cents per share. The declaration
of future dividends is within the discretion of the Board of Directors and will
depend, among other things, upon business conditions, earnings, the financial
condition of the Bank and the Company, and regulatory requirements

12



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##### Table of Contents






Item 3. Defaults Upon Senior Securities

Not applicable.




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

The Company held its 2002 annual meeting of shareholders on March 13,
2002. The shareholders were asked to elect W. T. Green, Jr., L.J. Joyner , R.
David Perry, J. Thomas Vance, Charles M. Willis, Sr. to serve as Class II
directors on the Companys Board of Directors, each for a three-year term.
Votes cast for the election of Class II directors were 2,203,474, with none
opposed, for all candidates.

There were no Broker non-votes or abstentions. The following persons also
continue to serve as directors: L. Richard Plunkett, Thomas T. Richards, Oscar
W. Roberts, III and Joe Whit Walker (all Class I directors) and L. Leighton
Alston, G. Woodfin Cole, Richard A. Duncan, Dr. Thomas E. Reeve, III and Frank
T. Thomasson, III (all Class III directors).




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | The following exhibits are filed as part of this Report:
|--- |  | --------------------------------------------------------



| | 3.1 |  | Amended and Restated Articles of Incorporation (Incorporated by
reference to Exhibit 3.1 to the Companys Registration Statement on
Form 10-SB filed June 14, 2000 (the Form 10-SB).
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.2 |  | Amended and Restated Bylaws (Incorporated by reference to
Exhibit 3.2 to the Form 10-SB).                                                                                             
|
| | 4.1 |  | See exhibits 3.1 and 3.2 for provisions of Companys Articles
of Incorporation and Bylaws Defining the Rights of Shareholders.                                                        
|
| | 4.2 |  | Specimen certificate representing shares of Common Stock
(Incorporated by reference to Exhibit 4.2 to the Form 10-SB).                                                                
|
| | 4.3 |  | Rights Agreement dated as of February 12, 1997 between the
Company and SunTrust Bank, Atlanta (Incorporated by reference to
Exhibit 4.3 to the Form 10-SB).                           



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

No reports on Form 8-K were filed during the quarter ended March 31, 2001.

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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                    |  |           |  |                            
|------------------- |  | --------- |  | ---------------------------
|Dated: May 10, 2002 |  |           |  |                            
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|                    |  | WGNB CORP
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|                    |  |           |  |                            
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|                    |  | By:       |  | /s/ L. Leighton Alston     
|                    |  |           |  |                            
|                    |  |           |  | L. Leighton Alston         
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|                    |  |           |  | President and CEO          
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|                    |  | By:       |  | /s/ Steven J. Haack        
|                    |  |           |  |                            
|                    |  |           |  | Steven J. Haack            
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|                    |  |           |  | Treasurer                  
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|                    |  |           |  | Principal Financial Officer
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