SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)

[X]      Annual Report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the fiscal year ended December 31, 2001

         or

[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the transition period from ________ to ________

                          Commission file no. 333-87503

                          First National Bancshares, Inc.
              ----------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

              South Carolina                                  58-2466370
        --------------------------                            ----------
       (State or Other Jurisdiction                        (I.R.S. Employer
     of Incorporation or Organization)                   Identification No.)

              215 N. Pine St.
             Spartanburg, S.C.                                  29302
          ------------------------                           ---------
 (Address of Principal Executive Offices)                     (Zip Code)

                                  864-948-9001
                       ----------------------------------
                 Issuer's Telephone Number, Including Area Code

        Securities registered pursuant to Section 12(b) of the Act: None.
    Securities registered pursuant to Section 12(g) of the Act: Common Stock.

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

         The issuer's loss for its most recent fiscal year was $203,248. As of
March 1, 2002, 1,200,000 shares of Common Stock were issued and outstanding.

         The aggregate market value of the Common Stock held by non-affiliates
(shareholders holding less than 5% of an outstanding class of stock, excluding
directors and executive officers) of the Company on March 1, 2002 is $7,740,645.
This calculation is computed by reference to the closing price of our common
stock as reported on the OTC Electronic Bulletin Board on March 1, 2002, of
$10.91 per share.

    Transitional Small Business Disclosure Format.  (Check one):  Yes    No   X
                                                                      --     --

                  DOCUMENTS INCORPORATED BY REFERENCE

Company's 2001 Annual Report                                            Part II
Company's Proxy Statement for the
 2002 Annual Shareholders Meeting                                       Part III
<PAGE>

Item 1.    Description of Business

         This Report contains statements which constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These statements are based on many
assumptions and estimates and are not guarantees of future performance. Our
actual results may differ materially from those projected in any forward-looking
statements, as they will depend on many factors about which we are unsure,
including many factors which are beyond our control. The words "may," "would,"
"could," "will," "expect," "anticipate," "believe," "intend," "plan," and
"estimate," as well as similar expressions, are meant to identify such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to:

o        significant increases in competitive pressure in the banking and
         financial services industries;

o        changes in the interest rate environment which could reduce anticipated
         or actual margins;

o        changes in political conditions or the legislative or regulatory
         environment;

o        general economic conditions, either nationally or regionally and
         especially in primary service area, becoming less favorable than
         expected resulting in, among other things, a deterioration in credit
         quality;

o        changes occurring in business conditions and inflation;

o        changes in technology;

o        changes in monetary and tax policies;

o        changes in the securities markets; and

o        other risks and uncertainties detailed from time to time in our filings
         with the Securities and Exchange Commission.

General

     First National Bancshares, Inc. was incorporated on July 14, 1999 in South
Carolina for the purpose of operating as a bank holding company pursuant to the
Federal Bank Holding Company Act of 1956 and the South Carolina Bank Holding
Company Act, and to purchase 100% of the issued and outstanding stock of First
National Bank of Spartanburg, an association organized under the laws of the
United States, to conduct a general banking business in Spartanburg, South
Carolina.

     On November 10, 1999, we commenced our initial public offering and
completed the sale of 1,200,000 shares of our common stock at $10 per share on
February 10, 2000. The offering raised approximately $11,800,000 net of sales
expenses and commissions. Our directors and executive officers purchased 484,100
shares of common stock at $10 per share, for a total of $4,841,000. Upon
purchase of these shares, we issued stock warrants to the organizers to purchase
an additional 313,333 shares of common stock for $10 per share. The warrants,
which are represented by separate warrant agreements, vest ratably over a
five-year period beginning on February 10, 2001 and will be exercisable in whole
or in part during the ten-year period following the grant date.

         We used $11 million of the proceeds to capitalize the bank which opened
for business on March 27, 2000 in a temporary location at 451 E. St. John St.
that was also the headquarters of the holding company. The bank opened its
second full-service banking office at 2680 Reidville Road in Spartanburg on July
14, 2000 and opened its third full-service office at 3090 Boiling Springs Road
in Boiling Springs on August 25, 2001. We completed the construction of our
permanent main office at 215 N. Pine St. and moved our headquarters and a
full-service banking office to this location on February 5, 2001.


                                       2

<PAGE>

Marketing Focus

     The bank has positioned itself as a locally-owned and operated bank
organized to serve consumers and small-to mid-size businesses and professional
concerns. Because there are few locally owned banks left in Spartanburg, we
believe we offer a unique banking alternative for the market by offering a
higher level of customer service and a management team more focused on the needs
of the community than most of our competitors. In order to achieve the level of
prompt, responsive service that we believe will be necessary to attract
customers and to develop First National Bank of Spartanburg's image as a local
bank with an individual focus, we will leverage our community-oriented board of
directors, convenient branch locations, and local services and decision making
to attract and retain customers.

Banking Services

     The bank is primarily engaged in the business of accepting demand and time
deposits and providing commercial, consumer and mortgage loans to the general
public. Deposits of the bank are insured up to $100,000 by the Federal Deposit
Insurance Corporation ("FDIC"). Other services which the bank offers include
safe deposit boxes, bank official checks, traveler's checks, and wire transfer
capabilities. The bank activated its website and its remote internet banking
product, First National Online, on February 20, 2001 and launched its
internet-based commercial cash management product in October of 2001.

Location and Service Area

     Spartanburg County has a growing and dynamic economic environment that we
believe will support the bank. It is South Carolina's fourth most populous
county with over 247,000 residents. The county and surrounding area are home to
several large manufacturing concerns, including BMW, Springs Industries,
Michelin Tire Company, Advantica, Milliken & Company, and Spartanburg Regional
Medical Center, which support a stable business foundation and a skilled labor
force. The presence of companies like these has resulted in Spartanburg County
having the highest per capita international investment of any area in the United
States in 1995.

     Our primary service area consists of Spartanburg County, South Carolina,
with a focus on the ten mile radius of our main office and our branch office at
2680 Reidville Road. Our main office is located at 215 N. Pine St. in downtown
Spartanburg and provides excellent visibility for the bank. We opened our second
branch office on the west side of Spartanburg, the fastest growing area of the
county on July 14, 2000 and we opened our third branch office at 3090 Boiling
Springs Road in northern Spartanburg County on August 24, 2001. Our anticipated
expansion plans include opening additional branches strategically located within
our service area to extend the market reach of our bank while increasing our
personal service delivery capabilities to all of our customers. We plan to take
advantage of existing contacts and relationships with individuals and companies
in this area to more effectively market the services of the bank.

Deposit Services

         We offer a full range of deposit services that are typically available
in most banks and savings and loan associations, including checking accounts,
commercial accounts, savings accounts, and time deposits of various types,
ranging from daily money market accounts to longer-term certificates of deposit.
The transaction accounts and time certificates are tailored to our primary
market area at rates competitive to those offered in the Spartanburg area. In
addition, we offer certain retirement account services, such as Individual
Retirement Accounts (IRAs). We solicit these accounts from individuals,
businesses, associations, organizations, and governmental authorities.


                                       3
<PAGE>

Lending Activities

         General. We emphasize a range of lending services, including real
estate, commercial, and consumer loans to individuals and small- to medium-sized
businesses and professional firms that are located in or conduct a substantial
portion of their business in the bank's market area. We intend to originate
quality, profitable loans which will benefit the area's economy and promote the
growth of the bank. Management has focused on maintaining a quality loan
portfolio and to accept only those credit risks which meet the bank's
underwriting standards.

         Real Estate and Mortgage Loans. One of the primary components of our
loan portfolio is loans secured by first or second mortgages on real estate.
These loans generally consist of commercial real estate loans, construction and
development loans, and residential real estate loans, including home equity
loans. Interest rates for all categories may be fixed or adjustable, and will
more likely be fixed for shorter-term loans. Loan terms generally are limited to
five years or less, although payments may be structured on a longer amortization
basis. We generally charges an origination fee for each loan.

         Real estate loans are subject to the same general risks as other loans.
The principal economic risk associated with each category of loans, including
real estate loans, is the creditworthiness of the bank's borrowers. They are
particularly sensitive to fluctuations in the value of real estate, which is
generally the underlying security for real estate loans. Fluctuations in the
value of real estate, as well as other factors arising after a loan has been
made, could negatively affect a borrower's cash flow, creditworthiness, and
ability to repay the loan. Management attempts to reduce credit risk in the
commercial real estate portfolio by emphasizing loans on owner-occupied office
and retail buildings where the loan-to-value ratio, established by independent
appraisals, does not exceed 80%. In addition, we typically require personal
guarantees of the principal owners of the property backed with a review of the
personal financial statements of the principal owners.

         The underwriting criteria for home equity loans and lines of credit is
generally the same as applied by the bank when making a first mortgage loan, as
described above, and home equity lines of credit typically expire ten years or
less after origination. The bank currently originates residential real estate
loans through a correspondent bank and is therefore not subject to interest rate
and credit risk on these loans.

         Commercial Loans. We make loans for commercial purposes in various
lines of businesses. Commercial loans are generally considered to have greater
risk than first or second mortgages on real estate because they may be
unsecured, or if they are secured, the value of the security may be difficult to
assess and more likely to decrease than real estate. Equipment loans are
typically made for a term of five years or less at fixed or variable rates, with
the loan fully amortized over the term and secured by the financed equipment and
with a loan-to-value ratio of 80% or less. Working capital loans typically have
terms not exceeding one year and are usually secured by accounts receivable or
inventory, and/or personal guarantees of the principals of the business. We also
make small business loans utilizing government enhancements such as the Small
Business Administration's 7(a) program and SBA's 504 programs. These loans are
typically partially guaranteed by the government, which may help to reduce our
risk. Government guarantees of SBA loans do not exceed 80% of the loan value and
will generally be less.

         As with other categories of loans, the principal economic risk
associated with commercial loans is the creditworthiness of the borrower. The
risks associated with commercial loans vary with many economic factors,
including the economy in the Spartanburg County area. The well-established banks
in the Spartanburg County area make proportionately more loans to medium to
large-sized businesses than we do. Many of our commercial loans are made to
small- to medium-sized businesses which may be less able to withstand
competitive, economic, and financial conditions than larger borrowers.

         Consumer Loans. We make a variety of loans to individuals for personal
and household purposes, including secured and unsecured installment loans and
revolving lines of credit. Installment loans typically carry balances of less
than $50,000 and are amortized over periods up to 60 months. Consumer loans may
be offered on a single maturity basis where a specific source of repayment is
available. Revolving loan products typically require monthly payments of
interest and a portion of the principal. Consumer loans are generally considered
to

                                       4
<PAGE>

have greater risk than first or second mortgages on real estate because they may
be unsecured, or if they are secured, the value of the security may be difficult
to assess and more likely to decrease than real estate. As with other categories
of loans, the principal economic risk associated with consumer loans is the
creditworthiness of the borrower. The principal competitors for consumer loans
are the established banks and financial services companies in the Spartanburg
County area.

         Underwriting Procedures, Collateral and Risk. We use our established
credit policies and procedures when underwriting each type of loan. Although
there are minor variances in the characteristics and criteria for each loan type
which may require additional underwriting procedures, we generally evaluate
borrowers using the following defined criteria:

              o   Character - we determine that the borrower has sound
                  character and integrity by examining the borrower's history.
              o   Capital - we evaluate the borrower's overall
                  financial strength, as well as the equity investment in the
                  asset being financed.
              o   Collateral - we determine that the collateral is
                  adequate from the standpoint of quality, marketability, value
                  and income potential.
              o   Capacity - we evaluate the borrower's ability to service the
                  debt.
              o   Conditions - we underwrite the credit in light of the
                  effects of external factors, such as economic conditions and
                  industry trends.

         It is our practice to obtain collateral for most loans to help mitigate
the risk associated with lending. We generally limit our loan-to-value ratio to
80%. We obtain a security interest in real estate for loans secured by real
estate, including construction and development loans and other commercial loans.
For commercial loans, we obtain security interests in equipment and other
company assets. For consumer loans used to purchase vehicles, we obtain
appropriate title documentation. For secured loans that are not associated with
real estate, or for which the mortgaged real estate does not provide an
acceptable loan-to-value ratio, we obtain other available collateral such as
stocks and bonds.

         Each type of loan carries a credit risk, simply defined as the
potential that the borrower will not be willing or able to repay the debt. While
real estate loans have various risks common to all types of loans, certain types
of real estate loans have specific risk characteristics that vary according to
the collateral type securing the loan and the terms and repayment sources for
the loan. Real estate loans are all sensitive to fluctuations in the value of
the real estate securing the loan. Certain types of real estate have specific
risk characteristics that vary according to the type of collateral that secures
the loan, the terms of the loan, and the repayment sources of the loan.

         Commercial real estate loans have risk that the primary source of
repayment will be insufficient to service the debt. Often, this occurs as the
result of changes in local economic conditions or in the industry in which the
borrower operates which impact cash flow or collateral value. Construction and
development real estate loans generally carry a higher degree of risk than long
term financing of existing properties. These projects are usually dependent on
the completion of the project on schedule and within cost estimates and on the
timely sale of the property. Inferior or improper construction techniques,
changes in economic conditions during the construction and marketing period, and
rising interest rates which may slow the sale of the property are all risks
unique to this type of loan. Residential mortgage loans, in contrast to
commercial real estate loans, generally have longer terms and may have fixed or
adjustable interest rates.

         Consumer loans, other than home equity loan products, are generally
considered to have more risk than loans to individuals secured by first or
second mortgages on real estate due to dependence on the borrower's employment
status as the sole source of repayment. Agricultural loans carry the risk of
crop failure, which adversely impacts both the borrower's ability to repay the
loan and the value of the collateral.

         By following defined underwriting criteria noted above, we
can help to reduce these risks. Additionally, we help to reduce the risk that
the underlying collateral may not be sufficient to repay the outstanding
balances by

                                       5
<PAGE>

using appraisals or taking other steps to determine that the value of the
collateral is adequate, and lending amounts based upon lower loan-to-value
ratios. We control risks by limiting the concentration of our loan portfolio in
any one type of loan. A concentration of credit report based upon SIC code is
reviewed on a quarterly basis by our Board of Directors.

         Loan Approval and Review. Our loan approval policies provide for
various levels of officer lending authority. When the amount of aggregate loans
to a single borrower exceeds an individual officer's lending authority, the loan
request is considered and approved by an officer with a higher lending limit or
the directors' loan committee. We do not make any loans to any of our directors
or executive officers unless the loan is approved by the board of directors of
the bank and is made on terms not more favorable to such person than would be
available to a person not affiliated with the bank. We adhere to Federal
National Mortgage Association and Federal Home Loan Mortgage Corporation
guidelines in our residential mortgage loan review process, but may choose to
alter this policy in the future. We currently originate our residential mortgage
loans through a correspondent bank.

         Lending Limits. Our lending activities are subject to a variety of
lending limits imposed by federal law. In general, we are subject to a legal
limit on loans to a single borrower equal to 15% of the bank's capital and
unimpaired surplus. Different limits may apply in certain circumstances based on
the type of loan or the nature of the borrower, including the borrower's
relationship to the bank. These limits increase or decrease as our capital
increases or decreases.

         Based upon the initial capitalization of the bank with $11 million, we
initially had a self-imposed loan limit of $1,320,000, which represents 80% of
our initial legal lending limit of $1,650,000. We actively engage in selling
participations in our loans to other financial institutions in order to more
adequately meet all of the lending needs of loan customers requiring aggregate
extensions of credit above these limits. We compete for real estate loans with a
number of competitors which are well-established in the Spartanburg County area
and have substantially greater resources and lending limits. As a result, we
occasionally must charge a lower interest rate to attract borrowers.

Other Banking Services

         We offer other banking services including drive-up ATM's, safe deposit
boxes, traveler's checks, direct deposit, U.S. Savings Bonds, and banking by
telephone. We activated our website and First National Online, our internet
banking product, on February 20, 2001. In addition, we introduced our
internet-based commercial cash management product in October of 2001. We are
associated with the Cirrus and Pulse ATM networks, which may be used by our
customers throughout the country. We also offer credit card services through a
correspondent bank. We do not plan to exercise trust powers during our initial
years of operation.

Market Share

         As of June 30, 2001, total deposits in our primary service area were
$2.34 billion, which represented a 1.21% deposit growth rate from 2000. Our
market share as of this date was 2.47%, an increase of 204.53% over our market
share in 2000 of .81%. Our plan is to grow our deposit base to $200 million in
our five initial years of operation. Of course, we cannot be sure that these
deposit growth rates will continue, or that we will accomplish this objective.


                           Supervision and Regulation

         We are subject to extensive state and federal banking laws and
regulations which impose specific requirements or restrictions on, and provide
for general regulatory oversight of, virtually all aspects of our operations.
These laws and regulations are generally intended to protect depositors, not
shareholders. The following summary is qualified by reference to the statutory
and regulatory provisions discussed. Changes in applicable laws or regulations
may have a material effect on our business and prospects. Our operations may be


                                       6
<PAGE>

affected by legislative changes and the policies of various regulatory
authorities. We cannot predict the effect that fiscal or monetary policies,
economic control, or new federal or state legislation may have on our business
and earnings in the future.

Gramm-Leach-Bliley Act

         On November 4, 1999, the U.S. Senate and House of Representatives each
passed the Gramm-Leach-Bliley Act, previously known as the Financial Services
Modernization Act of 1999. The Act was signed into law by President Clinton on
November 12, 1999. Among other things, the Act repeals the restrictions on banks
affiliating with securities firms contained in sections 20 and 32 of the
Glass-Steagall Act. The Act also permits bank holding companies to engage in a
statutorily provided list of financial activities, including insurance and
securities underwriting and agency activities, merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.

         The Act is intended, in part, to grant to community banks certain
powers as a matter of right that larger institutions have accumulated on an ad
hoc basis. Nevertheless, the Act may have the result of increasing the amount of
competition that we face from larger institutions and other types of companies.
In fact, it is not possible to predict the full effect that the Act will have on
us. From time to time, other changes are proposed to laws affecting the banking
industry, and these changes could have a material effect on our business and
prospects.

         The Act also contains provisions regarding consumer privacy. These
provisions require financial institutions to disclose their policy for
collecting and protecting confidential information. Customers generally may
prevent financial institutions from sharing personal financial information with
nonaffiliated third parties except for third parties that market an
institution's own products and services. Additionally, financial institutions
generally may not disclose consumer account numbers to any nonaffiliated third
party for use in telemarketing, direct mail marketing, or other marketing to the
consumer.

First National Bancshares, Inc.

         Because our holding company, First National Bancshares, Inc., owns the
outstanding capital stock of our bank, our holding company is a bank holding
company under the federal Bank Holding Company Act of 1956 and the South
Carolina Banking and Branching Efficiency Act. Our activities are also governed
by the Glass-Steagall Act of 1933. These regulations may be affected by the
changes enacted by the Gramm-Leach-Bliley Act.

         The Bank Holding Company Act. Under the Bank Holding Company Act, our
holding company is subject to periodic examination by the Federal Reserve and
required to file periodic reports of its operations and any additional
information that the Federal Reserve may require. Our activities at the holding
company level are limited to:

         o    banking and managing or controlling banks;
         o    furnishing services to or performing services for its subsidiaries
              ; and
         o    engaging in other activities that the Federal Reserve
              determines to be so closely related to banking and managing or
              controlling banks as to be a proper incident thereto.

         Investments, Control, and Activities. With certain limited exceptions,
the Bank Holding Company Act requires every bank holding company to obtain the
prior approval of the Federal Reserve before:

         o    acquiring substantially all the assets of any bank;
         o    acquiring direct or indirect ownership or control of any
              voting shares of any bank if after the acquisition it would own or
              control more than 5% of the voting shares of such bank (unless it
              already owns or controls the majority of such shares); or
         o    merging or consolidating with another bank holding company.


                                       7
<PAGE>


         In addition, and subject to certain exceptions, the Bank Holding
Company Act and the Change in Bank Control Act require Federal Reserve approval
prior to any person or company acquiring "control" of a bank holding company.
Control is conclusively presumed to exist if an individual or company acquires
25% or more of any class of voting securities of a bank holding company. Control
is rebuttably presumed to exist if a person acquires 10% or more, but less than
25%, of any class of voting securities and either the company has registered
securities under Section 12 of the Securities Exchange Act of 1934 or no other
person owns a greater percentage of that class of voting securities immediately
after the transaction. Our common stock is registered under the Securities
Exchange Act of 1934. The regulations provide a procedure for challenge of the
rebuttable control presumption.

         Under the Bank Holding Company Act, a bank holding company is generally
prohibited from engaging in, or acquiring direct or indirect control of more
than 5% of the voting shares of any company engaged in nonbanking activities
unless the Federal Reserve Board, by order or regulation, has found those
activities to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Some of the activities that the Federal
Reserve Board has determined by regulation to be proper incidents to the
business of a bank holding company include:

         o  making or servicing loans and certain types of leases;
         o  engaging in certain insurance and discount brokerage activities;
         o  performing certain data processing services;
         o  acting in certain circumstances as a fiduciary or investment or
            financial adviser;
         o  owning savings associations; and
         o  making investments in certain corporations or projects designed
            primarily to promote community welfare.

         The Federal Reserve Board imposes certain capital requirements on the
company under the Bank Holding Company Act, including a minimum leverage ratio
and a minimum ratio of "qualifying" capital to risk-weighted assets. These
requirements are described below under "Capital Regulations." Subject to capital
requirements and certain other restrictions, our holding company is able to
borrow money to make a capital contribution to the bank, and these loans may be
repaid from dividends paid from the bank to our company. Our ability to pay
dividends is subject to regulatory restrictions as described below in " First
National Bank of Spartanburg - Dividends." Our holding company is also able to
raise capital for contribution to our bank by issuing securities without having
to receive regulatory approval, subject to compliance with federal and state
securities laws.

         Source of Strength; Cross-Guarantee. In accordance with Federal Reserve
Board policy, our holding company is expected to act as a source of financial
strength to the bank and to commit resources to support our bank in
circumstances in which our holding company might not otherwise do so. Under the
Bank Holding Company Act, the Federal Reserve Board may require a bank holding
company to terminate any activity or relinquish control of a nonbank subsidiary,
other than a nonbank subsidiary of a bank, upon the Federal Reserve Board's
determination that such activity or control constitutes a serious risk to the
financial soundness or stability of any subsidiary depository institution of the
bank's holding company. Further, federal bank regulatory authorities have
additional discretion to require a bank holding company to divest itself of any
bank or nonbank subsidiary if the agency determines that divestiture may aid the
depository institution's financial condition.

         South Carolina State Regulation. As a South Carolina bank holding
company under the South Carolina Banking and Branching Efficiency Act, we are
subject to limitations on sale or merger and to regulation by the South Carolina
Board of Financial Institutions. Prior to acquiring the capital stock of a
national bank, we are not required to obtain the approval of the Board, but we
must notify them at least 15 days prior to doing so. We must receive the board's
approval prior to engaging in the acquisition of a South Carolina state
chartered bank or another South Carolina bank holding company.

                                       8

<PAGE>


First National Bank of Spartanburg

         Our bank, First National Bank of Spartanburg, operates as a national
banking association incorporated under the laws of the United States and subject
to examination by the Office of the Comptroller of the Currency. Deposits in the
bank are insured by the FDIC up to a maximum amount, which is generally $100,000
per depositor subject to aggregation rules.

         The Office of the Comptroller of the Currency and the FDIC regulate or
monitor virtually all areas of the bank's operations, including:

         o    security devices and procedures;
         o    adequacy of capitalization and loss reserves;
         o    loans;
         o    investments;
         o    borrowings;
         o    deposits;
         o    mergers;
         o    issuances of securities;
         o    payment of dividends;
         o    interest rates payable on deposits;
         o    interest rates or fees chargeable on loans;
         o    establishment of branches;
         o    corporate reorganizations;
         o    maintenance of books and records; and
         o    adequacy of staff training to carry on safe lending and deposit
              gathering practices.

         The Office of the Comptroller of the Currency requires banks to
maintain specified capital ratios and imposes limitations on banks' aggregate
investment in real estate, bank premises, and furniture and fixtures. The Office
of the Comptroller of the Currency will also requires banks to prepare quarterly
reports on their financial condition and to conduct annual audits of their
financial affairs in compliance with its minimum standards and procedures.

         Under the FDIC Improvement Act, all insured institutions must undergo
regular on site examinations by their appropriate banking agency. The cost of
examinations of insured depository institutions and any affiliates may be
assessed by the appropriate agency against each institution or affiliate as it
deems necessary or appropriate. Insured institutions are required to submit
annual reports to the FDIC, their federal regulatory agency, and their state
supervisor when applicable. The FDIC Improvement Act directs the FDIC to develop
a method for insured depository institutions to provide supplemental disclosure
of the estimated fair market value of assets and liabilities, to the extent
feasible and practicable, in any balance sheet, financial statement, report of
condition or any other report of any insured depository institution. The FDIC
Improvement Act also requires the federal banking regulatory agencies to
prescribe, by regulation, standards for all insured depository institutions and
depository institution holding companies relating, among other things, to the
following:

         o    internal controls;
         o    information systems and audit systems;
         o    loan documentation;
         o    credit underwriting;
         o    interest rate risk exposure; and
         o    asset quality.

         National banks and their holding companies which have been chartered or
registered or have undergone a change in control within the past two years or
which have been deemed by the Office of the Comptroller of the Currency or the
Federal Reserve Board to be troubled institutions must give the Office of the
Comptroller of the Currency or the Federal Reserve Board thirty days' prior
notice of the appointment of any senior executive officer


                                        9

<PAGE>

or director. Within the 30-day period, the Office of the Comptroller of the
Currency or the Federal Reserve Board, as the case may be, may approve or
disapprove any such appointment.

         Deposit Insurance. The FDIC has adopted a risk-based assessment system
for determining an insured depository institutions' insurance assessment rate.
The system that takes into account the risks attributable to different
categories and concentrations of assets and liabilities. An institution is
placed into one of three capital categories: (1) well capitalized; (2)
adequately capitalized; or (3) undercapitalized. The FDIC also assigns an
institution to one of three supervisory subgroups, based on the FDIC's
determination of the institution's financial condition and the risk posed to the
deposit insurance funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry.

         The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

         Transactions With Affiliates and Insiders. The bank is subject to the
provisions of Section 23A of the Federal Reserve Act, which places limits on the
amount of loans or extensions of credit to, or investments in, or certain other
transactions with, affiliates and on the amount of advances to third parties
collateralized by the securities or obligations of affiliates. The aggregate of
all covered transactions is limited in amount, as to any one affiliate, to 10%
of the bank's capital and surplus and, as to all affiliates combined, to 20% of
the bank's capital and surplus. Furthermore, within the foregoing limitations as
to amount, each covered transaction must meet specified collateral requirements.
Compliance is also required with certain provisions designed to avoid the taking
of low quality assets.

         Our bank is also subject to the provisions of Section 23B of the
Federal Reserve Act which, among other things, prohibits an institution from
engaging in certain transactions with certain affiliates unless the transactions
are on terms substantially the same, or at least as favorable to such
institution or its subsidiaries, as those prevailing at the time for comparable
transactions with nonaffiliated companies. The bank is subject to certain
restrictions on extensions of credit to executive officers, directors, certain
principal shareholders, and their related interests. Such extensions of credit
(i) must be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
third parties and (ii) must not involve more than the normal risk of repayment
or present other unfavorable features.

         Dividends. A national bank may not pay dividends from its capital. All
dividends must be paid out of undivided profits then on hand, after deducting
expenses, including reserves for losses and bad debts. In addition, a national
bank is prohibited from declaring a dividend on its shares of common stock until
its surplus equals its stated capital, unless there has been transferred to
surplus no less than one-tenth of the bank's net profits of the preceding two
consecutive half-year periods (in the case of an annual dividend). The approval
of the Office of the Comptroller of the Currency is required if the total of all
dividends declared by a national bank in any calendar year exceeds the total of
its net profits for that year combined with its retained net profits for the
preceding two years, less any required transfers to surplus.

         Branching. National banks are required by the National Bank Act to
adhere to branch office banking laws applicable to state banks in the states in
which they are located. Under current South Carolina law, the bank may open
branch offices throughout South Carolina with the prior approval of the Office
of the Comptroller of the Currency. In addition, with prior regulatory approval,
the bank will be able to acquire existing banking operations in South Carolina.
Furthermore, federal legislation permits interstate branching, including
out-of-state acquisitions by bank holding companies, interstate branching by
banks if allowed by state law, and interstate merging by banks. South Carolina
law, with limited exceptions, currently permits branching across state lines
through interstate mergers.


                                       10
<PAGE>

         Community Reinvestment Act. The Community Reinvestment Act requires
that, in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate income neighborhoods. These factors are also considered in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure to adequately meet these criteria could impose additional requirements
and limitations on our bank. Under the Gramm-Leach-Bliley Act, banks with
aggregate assets of not more than $250 million will be subject to a Community
Reinvestment Act examination only once every 60 months if the bank receives an
outstanding rating, once every 48 months if it receives a satisfactory rating,
and as needed if the rating is less than satisfactory. Additionally, under the
Gramm-Leach-Bliley Act, banks are required to publicly disclose the terms of
various Community Reinvestment Act-related agreements.

         Other Regulations. Interest and other charges collected or contracted
for by the bank are subject to state usury laws and federal laws concerning
interest rates. The bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

         o    the federal Truth-In-Lending Act, governing disclosures of credit
              terms to consumer borrowers;
         o    the Home Mortgage Disclosure Act of 1975,
              requiring financial institutions to provide information to
              enable the public and public officials to determine whether a
              financial institution is fulfilling its obligation to help meet
              the housing needs of the community it serves;
         o    the  Equal Credit Opportunity  Act,  prohibiting  discrimination
              on the basis of race, creed or other prohibited factors in
              extending credit;
         o    the Fair Credit Reporting Act of 1978, governing the use and
              provision of information to credit reporting agencies;
         o    the Fair Debt Collection Act, governing the manner in which
              consumer debts may be collected by collection agencies; and
         o    the rules and regulations of the various federal agencies
              charged with the responsibility of implementing such federal laws.


The deposit operations of the bank also are subject to:

         o    the Right to Financial Privacy Act, which imposes a duty
              to maintain confidentiality of consumer financial records and
              prescribes procedures for complying with administrative
              subpoenas of financial records; and
         o    the Electronic Funds Transfer Act and Regulation E issued
              by the Federal Reserve Board to implement that act, which governs
              automatic deposits to and withdrawals from deposit accounts and
              customers' rights and liabilities arising from the use of
              automated teller machines and other electronic banking services.

         Capital Regulations. The federal bank regulatory authorities have
adopted risk-based capital guidelines for banks and bank holding companies that
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding companies and account
for off-balance sheet items. The guidelines are minimums, and the federal
regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their
capital ratios and should maintain ratios in excess of the minimums. We have not
received any notice indicating that either we or the bank is subject to higher
capital requirements. The current guidelines require all bank holding companies
and federally-regulated banks to maintain a minimum risk-based total capital
ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1 capital
includes common shareholders' equity, qualifying perpetual preferred stock, and
minority interests in equity accounts of consolidated subsidiaries, but excludes
goodwill and most other intangibles and excludes the allowance for loan and
lease losses. Tier 2 capital includes the excess of any preferred stock not
included in Tier 1 capital, mandatory convertible securities, hybrid capital
instruments, subordinated debt and intermediate term-preferred stock, and
general reserves for loan and lease losses up to 1.25% of risk-weighted assets.


                                       11
<PAGE>

         Under these guidelines, banks' and bank holding companies' assets are
given risk-weights of 0%, 20%, 50%, or 100%. In addition, certain off-balance
sheet items are given credit conversion factors to convert them to asset
equivalent amounts to which an appropriate risk-weight applies. These
computations result in the total risk-weighted assets. Most loans are assigned
to the 100% risk category, except for first mortgage loans fully secured by
residential property and, under certain circumstances, residential construction
loans, both of which carry a 50% rating. Most investment securities are assigned
to the 20% category, except for municipal or state revenue bonds, which have a
50% rating, and direct obligations of or obligations guaranteed by the United
States Treasury or United States Government agencies, which have a 0% rating.

         The federal bank regulatory authorities have also implemented a
leverage ratio, which is equal to Tier 1 capital as a percentage of average
total assets less intangibles, to be used as a supplement to the risk-based
guidelines. The principal objective of the leverage ratio is to place a
constraint on the maximum degree to which a bank holding company may leverage
its equity capital base. The minimum required leverage ratio for top-rated
institutions is 3%, but most institutions are required to maintain an additional
cushion of at least 100 to 200 basis points.

         The FDIC Improvement Act established a new capital-based regulatory
scheme designed to promote early intervention for troubled banks which requires
the FDIC to choose the least expensive resolution of bank failures. The new
capital-based regulatory framework contains five categories of compliance with
regulatory capital requirements, including "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized." To qualify as a "well capitalized" institution, a
bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of
no less than 6%, and a total risk-based capital ratio of no less than 10%, and
the bank must not be under any order or directive from the appropriate
regulatory agency to meet and maintain a specific capital level. Currently, we
qualify as "well capitalized."

         Under the FDIC Improvement Act regulations, the applicable agency can
treat an institution as if it were in the next lower category if the agency
determines (after notice and an opportunity for hearing) that the institution is
in an unsafe or unsound condition or is engaging in an unsafe or unsound
practice. The degree of regulatory scrutiny of a financial institution
increases, and the permissible activities of the institution decreases, as it
moves downward through the capital categories. Institutions that fall into one
of the three undercapitalized categories may be required to do some or all of
the following:

         o  submit a capital restoration plan;
         o  raise additional capital;
         o  restrict their growth, deposit interest rates, and other activities;
         o  improve their management;
         o  eliminate management fees; or
         o  divest themselves of all or a part of their operations.

         These capital guidelines can affect us in several ways. If we grow at a
rapid pace, our capital may be depleted too quickly, and a capital infusion from
our holding company may be necessary which could impact our ability to pay
dividends. Our capital levels currently are adequate; however, rapid growth,
poor loan portfolio performance, poor earnings performance, or a combination of
these factors could change our capital position in a relatively short period of
time. If we fail to meet these capital requirements, our bank would be required
to develop and file a plan with the Office of the Comptroller of the Currency
describing the means and a schedule for achieving the minimum capital
requirements. In addition, our bank would generally not receive regulatory
approval of any application that requires the consideration of capital adequacy,
such as a branch or merger application, unless our bank could demonstrate a
reasonable plan to meet the capital requirement within a reasonable period of
time. Bank holding companies controlling financial institutions can be called
upon to boost the institutions' capital and to partially guarantee the
institutions' performance under their capital restoration plans.

         Enforcement Powers. The Financial Institutions Reform, Recovery and
Enforcement Act expanded and increased civil and criminal penalties available
for use by the federal regulatory agencies against depository


                                       12

<PAGE>

institutions and certain "institution-affiliated parties."
Institution-affiliated parties primarily include management, employees, and
agents of a financial institution, as well as independent contractors and
consultants such as attorneys and accountants and others who participate in the
conduct of the financial institution's affairs. These practices can include the
failure of an institution to timely file required reports or the filing of false
or misleading information or the submission of inaccurate reports. Civil
penalties may be as high as $1,000,000 a day for such violations. Criminal
penalties for some financial institution crimes have been increased to 20 years.
In addition, regulators are provided with greater flexibility to commence
enforcement actions against institutions and institution-affiliated parties.
Possible enforcement actions include the termination of deposit insurance.
Furthermore, banking agencies' power to issue cease-and-desist orders were
expanded. Such orders may, among other things, require affirmative action to
correct any harm resulting from a violation or practice, including restitution,
reimbursement, indemnification or guarantees against loss. A financial
institution may also be ordered to restrict its growth, dispose of certain
assets, rescind agreements or contracts, or take other actions as determined by
the ordering agency to be appropriate.

         Effect of Governmental Monetary Policies. Our earnings are affected by
domestic economic conditions and the monetary and fiscal policies of the United
States government and its agencies. The Federal Reserve Bank's monetary policies
have had, and are likely to continue to have, an important impact on the
operating results of commercial banks through its power to implement national
monetary policy in order, among other things, to curb inflation or combat a
recession. The monetary policies of the Federal Reserve Board have major effects
upon the levels of bank loans, investments and deposits through its open market
operations in United States government securities and through its regulation of
the discount rate on borrowings of member banks and the reserve requirements
against member bank deposits. It is not possible to predict the nature or impact
of future changes in monetary and fiscal policies.

         Proposed Legislation and Regulatory Action. New regulations and
statutes are regularly proposed that contain wide-ranging proposals for altering
the structures, regulations, and competitive relationships of the nation's
financial institutions. We cannot predict whether or in what form any proposed
regulation or statute will be adopted or the extent to which our business may be
affected by any new regulation or statute.

Location and Service Area

         We conduct a general commercial and retail banking business,
emphasizing the needs of individuals and small- to medium-sized businesses. We
operate our banking business through our bank, First National Bank of
Spartanburg. Our main office is located at 215 N. Pine Street in Spartanburg,
South Carolina. We also operate two additional branch offices in Spartanburg
County. We primarily serve Spartanburg, South Carolina and the surrounding area.

Competition

         The banking business is highly competitive. We compete with other
commercial banks, savings and loan associations, credit unions and money market
mutual funds operating in the Spartanburg County area and elsewhere. As of March
1, 2002, there were 15 commercial banks and 2 savings banks operating in
Spartanburg County. Some of these competitors have been in business for a long
time and have already established their customer base and name recognition. We
believe that our community bank focus, with our emphasis on service to small
businesses, individuals, and professional concerns, gives us an advantage in the
market. Nevertheless, a number of these competitors have greater financial and
personnel resources than we may have. Most of them offer services, including
extensive and established branch networks and trust services, that we do not
currently provide. In addition, competitors that are not depository institutions
are generally not subject to the extensive regulations that apply to our bank.
As a result of these competitive factors, we may have to pay higher rates of
interest to attract deposits.


                                       13
<PAGE>

Employees

         As of March 1, 2002, we had 37 employees, of which 34 were full time.
These employees provide the majority of their services to our bank.

Item 2.    Description of Property

         As of February 5, 2001, the principal place of business of both the
company and the bank is located at 215 N. Pine Street, Spartanburg, South
Carolina 29302, one block north of the intersection of Main Street and Pine
Street in downtown Spartanburg. We own the approximately 2.0 acre site and the
15,000 square foot building with four drive-through banking stations and an
automated teller machine. We had previously operated our headquarters and a
full-service branch in a temporary facility across the street from our new main
office facility at 451 E. St. John Street, Spartanburg, South Carolina 29302
since the bank opened for business on March 27, 2000.

         We opened a 3,000 square foot branch office on July 14, 2000 on the
west side of Spartanburg on a one-acre outparcel of the Oak Grove Shopping
Center at 2680 Reidville Road, Spartanburg, South Carolina 29301. The branch has
four drive-through banking stations and an automated teller machine. We have a
20 year lease on the land and constructed the building at this location for
approximately $611,000. Furniture, fixtures and equipment for the branch cost
approximately $217,000.

         We opened a 3,000 square foot branch office on August 25, 2001 at 3090
Boiling Springs Road in northern Spartanburg County in Boiling Springs, South
Carolina 29316 on a plot of land which was purchased for approximately $370,000.
The facility was constructed at a cost of approximately $500,000. The branch has
four drive-through banking stations and an automated teller machine. Furniture,
fixtures and equipment for the branch cost approximately $198,000.

         We continue to follow our strategy of growth and expansion and may
contract to open offices at additional sites in the next several years of
operation.

Item 3.    Legal Proceedings.

         There are no material legal proceedings.

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

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

Item 5.    Market for Common Equity and Related Stockholder Matters.

         Our stock trades under the symbol "FNSC" on the OTC Bulletin Board.
Trading and quotations of the common stock have been limited and sporadic. The
ranges of prices known to management at which shares of stock have been traded
are $10.00 to $12.00. As of March 1, 2002, there were 355 shareholders of
record.

         All of our outstanding shares of stock of common stock are entitled to
share equally in dividends from funds legally available therefore, when, as and
if declared by the board of directors. We currently intend to retain earnings to
support operations and finance expansion and therefore we do not anticipate
paying cash dividends in the foreseeable future.


                                       14

<PAGE>


         The following is a summary of the bid prices for our common stock
reported by the OTC Bulletin Board for the periods indicated:

                       2001                        High                   Low
                       ----                        ----                   ---

                   First Quarter                 $ 10.75               $ 10.50
                  Second Quarter                   10.875                10.00
                   Third Quarter                   11.00                 10.00
                  Fourth Quarter                   12.00                 10.25

                       2000                        High                   Low
                       ----                        ----                   ---

                   First Quarter                    N/A                   N/A
                  Second Quarter                 $ 10.25               $ 10.125
                   Third Quarter                   10.625                10.50
                  Fourth Quarter                   10.75                 10.75

The prices listed above are quotations, which reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

Item 6.  Management's Discussion and Analysis of Results of Operation

         In response to this Item, the information contained on pages 4 through
14 of our Annual Report to Shareholders for the year ended December 31, 2001 is
incorporated herein by reference.

Item 7.  Financial Statements

         In response to this Item, the information contained on pages 15 through
37 of our Annual Report to Shareholders for the year ended December 31, 2001 is
incorporated herein by reference.

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

         On February 20, 2002, we dismissed the firm of Crisp Hughes Evans, LLP
and proceeded to replace them with Elliott Davis, LLP as our independent
auditors. The decision to dismiss Crisp Hughes Evans, LLP was recommended by our
audit committee and authorized by our board of directors.

         The reports of Crisp Hughes Evans, LLP on the Company's financial
statements for the past three fiscal years did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

         In connection with the audits of the Company's financial statements for
the fiscal year ended December 31, 2001, December 31, 2000 and December 31,
1999, and during any subsequent interim period preceding the dismissal of Crisp
Hughes Evans, LLP, there were no disagreements with Crisp Hughes Evans, LLP on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Crisp Hughes Evans, LLP, would have caused Crisp Hughes Evans,
LLP to make reference to the matter in their report.

         During the fiscal years ended December 31, 2001, December 31, 2000 and
December 31, 1999, and during any subsequent interim period preceding the
dismissal of Crisp Hughes Evans, LLP, there were no "reportable events" to
describe as specified in Item 304(a)(1)(iv)(B) of Regulation S-B.

         We have requested Crisp Hughes Evans, LLP to furnish a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter, dated February 22, 2002, is filed as Exhibit 16.1 to the Report on
Form 8-K.


                                       15
<PAGE>

         On February 21, 2002, we engaged Elliott Davis, LLP as our independent
auditors for the fiscal year ended December 31, 2002, to audit the Company's
financial statements. During the Company's most recent fiscal year and the
subsequent interim period preceding the engagement of Elliott Davis, LLP, we did
not consult Elliott Davis, LLP on any matter requiring disclosure under Item
304(a)(2) of Regulation S-B.

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

         In response to this Item, the information contained on page 11 of our
Proxy Statement for the Annual Meeting of Shareholders to be held on April 16,
2002 is incorporated herein by reference.

Item 10.  Executive Compensation

         In response to this Item, the information contained on pages 7 through
8 of our Proxy Statement for the Annual Meeting of Shareholders to be held on
April 16, 2002 is incorporated herein by reference.

Item 11. Executive Security Ownership of Certain Beneficial Owners and
         Management

         In response to this Item, the information contained on page 9 of our
Proxy Statement for the Annual Meeting of Shareholders to be held on April 16,
2002 is incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions

         In response to this Item, the information contained on page 11 of our
Proxy Statement for the Annual Meeting of Shareholders to be held on April 16,
2002 is incorporated herein by reference.

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

(a)      The following documents are filed as part of this report:

3.1.     Articles of  Incorporation  (incorporated  by  reference to Exhibit 3.1
         of the Registration  Statement on Form SB-2, File No. 333-70589).

3.2.     Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
         Statement on Form SB-2, File No. 333-70589).

4.1.     See Exhibits 3.1 and 3.2 for provisions in First National
         Bancshares's Articles of Incorporation and Bylaws defining the rights
         of holders of the common stock (incorporated by reference to Exhibit
         4.1 of the Registration Statement on Form SB-2, File No. 333-70589).

4.2.     Form of certificate of common stock (incorporated by reference to
         Exhibit 4.2 of the Registration Statement on Form SB-2, File No.
         333-70589).

5.1.     Opinion  Regarding  Legality  (incorporated by reference to Exhibit 5.1
         of the Registration  Statement on Form SB-2, File No. 333-70589).

10.1.    Employment Agreement dated July 20, 1999 between First
         National Bancshares and Jerry Calvert (incorporated by reference to
         Exhibit 10.1 of the Registration Statement on Form SB-2, File No.
         333-70589).

10.2.    Form of Stock Warrant Agreement (incorporated by reference to Exhibit
         10.2 of the Registration Statement on Form SB-2, File No. 333-70589).

10.5     Lease Agreement dated July 12, 1999 between First National Bancshares,
         Inc. and Oak Grove Associates, LLC (incorporated by reference to
         Exhibit 10.5 of the Registration Statement on Form SB-2, File No.
         333-70589).



                                       16
<PAGE>

13       Company 2001 Annual Report

21       Subsidiaries of the Company


The exhibits listed above will be furnished to any security holder upon written
request to Ms. Kitty B. Payne, Chief Financial Officer, First National
Bancshares, Inc., Post Office Box 3508, Spartanburg, South Carolina 29304. The
Registrant will charge a fee of $.25 per page for photocopying such exhibit.


(b)      Reports on Form 8-K

         We did not file any reports on Form 8-K during the fourth quarter ended
December 31, 2001.


                                       17

<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         FIRST NATIONAL BANCSHARES, INC.

Date:   March 15, 2002          By:      /s/ Jerry L. Calvert
       -----------------                 ---------------------------------------
                                         President and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry L. Calvert and Norman F. Pulliam as
the true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----


<S>                                                <C>                            <C>
/s/ C. Dan Adams                                     Director                            March 15, 2002
--------------------------------------------
C. Dan Adams


/s/ Mellnee G. Buchheit                              Director                            March 15, 2002
--------------------------------------------
Mellnee G. Buchheit


/s/ Jerry L. Calvert                                 Director,                           March 15, 2002
--------------------------------------------
Jerry L. Calvert                                     President,
                                                     Chief Executive Officer


/s/ Martha Cloud Chapman                             Director                            March 15, 2002
-------------------------------------------
Martha Cloud Chapman


/s/ W. Russel Floyd, Jr.                             Director                            March 15, 2002
--------------------------------------------
W. Russel Floyd, Jr.


/s/ C. Tyrone Gilmore, Sr.                           Director                            March 15, 2002
--------------------------------------------
C. Tyrone Gilmore, Sr.


/s/ Gaines W. Hammond, Jr., MD                       Director                            March 15, 2002
--------------------------------------------
Gaines W. Hammond, Jr., M.D.


                                       18

<PAGE>


/s/ Benjamin R. Hines                                Director                           March 15, 2002
--------------------------------------------
Benjamin R. Hines


/s/ William A. Hudson                                Director                           March 15, 2002
--------------------------------------------
William A. Hudson


/s/ Kitty B. Payne                                   Chief Financial Officer,           March 15, 2002
--------------------------------------------         Principal Financial and Accounting
Kitty B. Payne                                       Officer



/s/ Norman F. Pulliam                                Director, Chairman                 March 15, 2002
--------------------------------------------         of the Board
Norman F. Pulliam


/s/ Peter E. Weisman                                 Director                           March 15, 2002
--------------------------------------------
Peter E. Weisman


/s/ Donald B. Wildman                                Director                           March 15, 2002
--------------------------------------------
Donald B. Wildman


/s/ Coleman L. Young, Jr.                            Director                            March 15, 2002
--------------------------------------------
Coleman L. Young, Jr.
</TABLE>

                                       19

<PAGE>



                                INDEX TO EXHIBITS
Exhibit
Number                     Description
-------                    -----------


3.1.     Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
         the Registration Statement on Form SB-2, File No. 333-70589).

3.2.     Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
         Statement on Form SB-2, File No. 333-70589).

4.1.     See Exhibits 3.1 and 3.2 for provisions in First National Bancshares's
         Articles of Incorporation and Bylaws defining the rights of holders of
         the common stock (incorporated by reference to Exhibit 4.1 of the
         Registration Statement on Form SB-2, File No. 333-70589).

4.2.     Form of certificate of common stock (incorporated by reference to
         Exhibit 4.2 of the Registration Statement on Form SB-2, File No.
         333-70589).

5.1.     Opinion Regarding Legality (incorporated by reference to Exhibit 5.1 of
         the Registration Statement on Form SB-2, File No. 333-70589).

10.1     Employment Agreement dated July 20, 1999 between First National
         Bancshares and Jerry Calvert (incorporated by reference to Exhibit 10.1
         of the Registration Statement on Form SB-2, File No. 333- 70589).

10.2     Form of Stock Warrant Agreement (incorporated by reference to Exhibit
         10.2 of the Registration Statement on Form SB-2, File No. 333-70589).

10.5     Lease Agreement dated July 12, 1999 between First National Bancshares,
         Inc. and Oak Grove Associates, LLC (incorporated by reference to
         Exhibit 10.5 of the Registration Statement on Form SB-2, File No.
         333-70589).

13       Company 2001 Annual Report

21       Subsidiaries of the Company


                                       20

<PAGE>


Exhibit 13

                        2001 Annual Report of the Company