<PAGE>

                      US SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 2001

                                       OR

     [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from ________________ to ________________

                        Commission File Number: 33-302132

                            TRI-STATE 1ST BANK, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

Ohio                                                      34-1824708
----                                                      ----------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification
                                                          Number)
P.O. Box 796
East Liverpool, Ohio                                      43920
--------------------                                      -----
(Address of principal executive offices)                  (Zip Code)

               Registrant's telephone number, including area code:
                                  (330)385-9200

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                         Yes   X    No
                              ---       ---

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

Issuer's revenues for its most recent fiscal year: $5.8 million.

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the averaged bid and ask price on March 6, 2002, was $10,093,218
(469,452 shares at $21.50 per share).

As of March 6, 2002, there were 720,298 shares outstanding of the registrant's
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended December 31, 2001
are incorporated by reference into Parts I and II, and portions of the Proxy
Statement for the annual sharesholders meeting to be held on April 17, 2002 are
incorporated by reference into Part III.
Transitional Small Business disclusure format (check one)   Yes        No   X
                                                                 ---       ---

                                     Page 1
<PAGE>

                            Tri-State 1st Bank, Inc.
                                   Form 10-KSB
                                Table of Contents

                                                                          Page
                                                                         Number
                                                                         ------
Part I

     Item 1.  Description of Business                                     3-11

     Item 2.  Description of Properties                                    11

     Item 3.  Legal Proceedings                                            12

     Item 4.  Submission of Matters to a Vote of Security Holders          12

Part II

     Item 5.  Market for Common Equity and Related Stockholder Matters     12

     Item 6.  Management's Discussion and Analysis                         12

     Item 7.  Financial Statements                                         12

     Item 8.  Changes in and disagreements with Accountants on
              Accounting and Financial Disclosure                          12

Part III

     Item 9.  Directors, Executive Officers, Promoters and
              Control Persons                                              12

     Item 10. Executive Compensation                                       12

     Item 11. Security Ownership of Certain Beneficial Owners and
              Management                                                   12

     Item 12. Certain Relationships and Related Transactions               12

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

Signatures                                                                 14


                                     Page 2
<PAGE>

PART I

Item 1. Description of Business
-------------------------------

General
-------

Certain information required by this section is presented on page 37 of the 2001
Annual Report and is incorporated herein by reference.

As of December 31, 2001, the company had 51 full-time employees and 12 part-time
employees. The company considers its relationship with its employees to be good.
None of the employees are covered by a collective bargaining agreement.

Supervision and Regulation
--------------------------

The company is subject to regulation under the Bank Holding Company Act of 1956
as amended, and as such is subject to regulation by the Federal Reserve Board
("FRB"). Bank holding companys are required to file with the FRB certain reports
and other information regarding their business operations and those of its
subsidiaries. A bank holding company and its subsidiaries are also subject to
examination by the FRB.

On November 12, 1999 the Financial Services Modernization Act became law
substantially changing the Bank Holding company Act of 1956. The act permits
subsidiaries of banks to engage in a broad range of financial activities that
were not previously permitted. The law authorizes a bank holding company to
affiliate with any financial company (for example, insurance or securities
companies) and to cross-sell an affiliate's products, thus allowing such a
company to offer its customers any financial product or service. In addition,
the law greatly expands the number of permissible holding company activities to
include numerous financial activities that were not previously permitted. The
law also permits operating subsidiaries of national banks to sell any financial
product without geographic limitation.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the Interstate Banking Law"), various federal banking laws were amended to
provide for nationwide interstate banking, interstate bank mergers and
interstate branching. The Interstate Banking Law allows the acquisition by a
bank holding company of a bank located in another state. Interstate bank mergers
and branch purchase and assumption transactions are allowed however, states may
"opt out" of the merger and purchase and assumption provisions by enacting laws
that specifically prohibit such interstate transactions.

Deposits maintained with the Bank are insured up to regulatory limits by the
FDIC, and accordingly, are subject to deposit insurance assessments to maintain
the Bank Insurance Fund ("BIF") administered by the FDIC. The Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") was
enacted on August 9, 1989. FIRREA significantly affected the financial industry
in several ways, including higher deposit insurance premiums, more stringent
capital requirements and new investment limitations and restrictions. The
Federal Deposit Insurance Corporation Act of 1991 ("The FDIC Improvement Act")
covers a wide expanse of Banking regulatory issues including the capitalization
of the BIF, deposit insurance reform, requiring the FDIC to establish a risk-
based premium assessment system and a number of other regulatory and supervisory
matters.

The monetary policies of regulatory authorities, including the Federal Reserve
Board, have a significant effect on the operating results of banks and bank
holding companies. The nature of future monetary policies and the effect of such
policies on the future business and earnings of the company cannot be predicted.

Management is not aware of any current recommendations by regulatory authorities
which, if they were to be implemented, would have a material effect on
liquidity, capital resources or operations of the company.


                                     Page 3
<PAGE>

Competition and Market area
---------------------------

Business is conducted through seven full-service banking offices and one
limited-service loan production office located in the Upper Ohio Valley area
which constitutes the tri-state region of Columbiana County, Ohio, Hancock
County, West Virginia and Beaver County, Pennsylvania. The Upper Ohio Valley has
long been an important industrial community of the United States. The company is
not dependent upon any single industry or business for its banking
opportunities.

The company functions in a highly competitive environment. In addition to other
commercial banks, savings and loans, and savings banks, the company must also
contend with other providers of financial services including finance companies,
credit unions and insurance companies. Despite having access to less resources
and smaller lending limits, the bank remains competitive in its service area
with respect to interest rates and fees charged on loans, interest rates paid on
time and savings deposits, and service charges on deposit accounts. The deposit
base of the bank is relatively stable whereby seasonal fluctuations in the
amount of deposits have not been experienced. All of the bank's deposits emanate
from inside the United States.

Statistical Disclosures by Bank Holding Companies
-------------------------------------------------

I.   Distribution of Assets, Liabilities and Shareholders' Equity; Interest
     Rates and Interest Differential

Rate/Volume Analysis
--------------------

The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate), (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume) and (iii) the changes attributable to the
combined impact of volume and rate. The change in interest rate due to both rate
and volume in the rate/volume analysis table table have been allocated to
changes due to rate and volume in proportion to the absolute amounts of changes
in each.

<TABLE>
<CAPTION>
                                                 For the Year Ended December 31,
                                                         2001 vs 2000
                                          -----------------------------------------
                                                  Increase (Decrease) Due to
                                          -----------------------------------------
                                                                            Total
                                                                          Increase
                                             Volume         Rate         (Decrease)
                                          -----------    -----------    -----------
<S>                                       <C>            <C>            <C>
Interest-earning assets:
  Federal funds sold                      $    95,464    $  (103,083)   $    (7,619)
  Taxable investment securities               (14,806)        52,986         38,180
  Nontaxable investment securities (1)        (98,524)       (37,298)      (135,822)
  Loans (1)                                   207,348       (141,812)        65,536
                                          -----------    -----------    -----------
     Total interest-earning assets            189,482       (229,207)       (39,725)
                                          -----------    -----------    -----------
Interest-bearing liabilities:
  Interest-bearing demand                      43,072        (85,989)       (42,917)
  Money market accounts                        (4,776)       (19,878)       (24,654)
  Savings deposits                             (6,054)       (65,355)       (71,409)
  Time deposits                               175,688         28,060        203,748
  Short-term borrowings                        28,727       (133,671)      (104,944)
                                          -----------    -----------    -----------
     Total interest-bearing liabilities       236,657       (276,833)       (40,176)
                                          -----------    -----------    -----------

Net change in net interest income         $   (47,175)   $    47,626    $       451
                                          ===========    ===========    ===========
</TABLE>
(1)  Computed on a tax equivalent basis using a 34% federal income tax rate.


                                     Page 4
<PAGE>

Rate/Volume Analysis (continued)
--------------------------------

                                             For the Year Ended December 31,
                                                      2000 vs 1999
                                          -----------------------------------
                                               Increase (Decrease) Due to
                                          -----------------------------------
                                                                       Total
                                                                     Increase
                                            Volume        Rate      (Decrease)
                                          ---------    ---------    ---------
Interest-earning assets:
  Federal funds sold                      $ (15,045)   $  34,490    $  19,445
  Taxable investment securities              48,969       50,293       99,262
  Nontaxable investment securities (1)       60,756        1,519       62,275
  Loans (1)                                 595,121       58,276      653,397
                                          ---------    ---------    ---------
     Total interest-earning assets          689,801      144,578      834,379
                                          ---------    ---------    ---------
Interest-bearing liabilities:
  Interest-bearing demand                    49,644       13,596       63,240
  Money market accounts                     (16,627)        (228)     (16,855)
  Savings deposits                              225          784        1,009
  Time deposits                              17,676       45,513       63,189
  Short-term borrowings                     130,076       43,627      173,703
                                          ---------    ---------    ---------
     Total interest-bearing liabilities     180,994      103,292      284,286
                                          ---------    ---------    ---------

Net change in net interest income         $ 508,807    $  41,286    $ 550,093
                                          =========    =========    =========

(1)  Computed on a tax equivalent basis using a 34% federal income tax rate.

Additional information required by this section is presented on page 36 of the
2001 Annual Report and is incorporated herein by reference.


II. Investment Portfolio
------------------------

A.   Book Value of Investment Portfolio
---------------------------------------

The required information is presented under Part II, Item 8. - Financial
Statements

B.   Maturity and Yield Information
-----------------------------------

The following table sets forth the maturity of investments at December 31, 2001
and the weighted average yields of such investments. The yields reflected are
calculated based on the basis of the cost and effective yields for the scheduled
maturity of each investment.


                                         1 Year    5 Years
                              Within 1   Through   Through   Over 10
                                Year     5 Years   10 Years   Years     Total
                              --------   -------   --------  -------   -------
                                            (Dollars in thousands)

U. S. Treasury securities
  and other U.S. Government
  agencies and corporations    $   700   $ 8,096   $ 1,965   $  --     $10,761
Obligations of states and
  political subdivisions           200     3,755     5,295       258     9,508
Mortgage-backed securities        --          33       140     1,438     1,611
                               -------   -------   -------   -------   -------
                               $   900   $11,884   $ 7,400   $ 1,696   $21,880
                               =======   =======   =======   =======   =======


                                     Page 5
<PAGE>

B.   Maturity and Yield Information (continued)
-----------------------------------------------

                                         1 Year    5 Years
                              Within 1   Through    Through  Over 10
                                Year     5 Years   10 Years   Years     Total
                              --------   -------   --------  -------   -------

U. S. Treasury securities
  and other U.S. Government
  agencies and corporations     6.46%     5.93%     5.96%       --%     5.97%
Obligations of states and
  political subdivisions        7.48      8.47      7.71      8.26      8.02
Mortgage-backed securities        --      6.38      6.40      6.34      6.35
                                -----     -----     -----     -----     -----
                                6.69%     6.74%     7.22%     6.63%     6.89%
                                =====     =====     =====     =====     =====


Weighted average yields are computed on a tax equivalent basis using a federal
tax rate of 34% based on cost, adjusted for amortization of premium or accretion
of discount.

C.   Aggregate Book Value of Securities Exceeding 10% of Stockholders' Equity

Excluding those holdings of the investment portfolio in U.S. Treasury securities
and other agencies and corporations of the U.S. Government, there are no
investments of any one issuer which exceeds 10% of the company's shareholders'
equity equity at December 31, 2001.

III. Loan Portfolio
-------------------

A.   Types of Loans
-------------------

The following table sets forth the composition of the loan portfolio by type of
loan at the dates indicated.

<TABLE>
<CAPTION>
                                                              At December 31,
                                           ---------------------------------------------------
                                                     2001                        2000
                                           ----------------------       ----------------------
                                            Amount        Percent        Amount        Percent
                                           --------       -------       --------       -------
                                                           (Dollars in Thousands)
<S>                                        <C>            <C>           <C>            <C>
Real Estate Loans:
    Construction                           $    145         0.34%       $    --           -- %
    1 - 4 Family                             18,261        42.72          17,797        45.35
    Commercial                                3,057         7.15           3,490         8.89
Commercial Loans                             16,075        37.60          12,662        32.27
Consumer Loans                                5,209        12.19           5,291        13.49
                                           --------       -------       --------       -------

      Total                                  42,747       100.00%         39,240       100.00%
                                                          =======                      =======
Deferred loan origination fees and costs         19                           (4)
Allowance for possible loan losses             (443)                        (448)
                                           --------                     --------

      Net loans                            $ 42,323                     $ 38,788
                                           ========                     ========
</TABLE>

The Bank's lending policy requires the application and satisfaction of certain
underwriting standards prior to funding any loan, among which are documentation
requirements to include credit and collateral value analysis. Credit
qualifications entails evaluation of business cash flows or consumer income
available to service debt payments. Secondary sources of repayment, including
collateral and guarantees may be requested as well. Lending opportunities
typically are restricted to the market areas the Bank's branches serve.

                                     Page 6
<PAGE>

The bank's lending strategy has historically focused on the origination of a
mixture in its portfolio of commercial loans, one-to-four family mortgage loans
and, to a lesser extent, working capital loans in the form of credit lines and
term notes, personal loans, and home equity loans. Commercial real estate loans
are granted for the acquisition or improvement of real property. Generally,
commercial real estate loans do not exceed 70% of the appraised value of the
property pledged to secure the transaction. With repayment typically contingent
upon successful operation of the subject real estate, this is carefully
scrutinized prior to approval.

Real estate construction loans are granted for the purpose of construction
improvements to real property, both commercial and residential. Real estate
loans secured by one-to-four family residential housing properties are granted
subject to statutory limits regarding the maximum percentage of appraised value
of the mortgaged property. Residential loan terms are normally established based
upon factors such as interest rates in general, the supply of money available to
the bank and the demand for such loans.

Consumer loans represent the extension of financing to customers for personal
expenditures or household purposes. Creditworthiness is evaluated on the basis
of projected repayment capacity as well as credit history. Such loans are
granted in the form of installment or revolving transactions.

B.   Maturities and Sensitivities of Loans to Changes in Interest Rates
-----------------------------------------------------------------------

The following table exhibits the maturity of commercial and real estate
construction loans outstanding as of December 31, 2001, and the amounts due
after one year classified according to the sensitivity to changes in interest
rates.

                                                        Maturing
                                          -------------------------------------
                                                    Through    After
                                          Within      Five     Five
                                           1 Year    Years     Years     Total
                                          -------   -------   -------   -------
                                                  (Dollars in Thousands)
Commercial and agricultural               $ 6,119   $ 3,687   $ 6,269   $16,075
Real estate - construction                    145      --        --         145
                                          -------   -------   -------   -------

      Total                               $ 6,264   $ 3,687   $ 6,269   $16,220
                                          =======   =======   =======   =======

Sensitivity of loans to interest rates:
  Predetermined interest rates                      $   755   $ 1,184
  Floating interest rates                             2,932     5,085
                                                    -------   -------

      Total                                         $ 3,687   $ 6,269
                                                    =======   =======


                                     Page 7
<PAGE>

C.   Risk Elements
------------------

Certain information required by this section is presented on pages 11, 24 and 37
through 42 of the 2001 Annual Report and is incorporated herein by reference.

The following table sets forth information regarding non-performing assets:

<TABLE>
<CAPTION>
                                                                At December 31,
                                                            ----------------------
                                                                2001       2000
                                                               -----       -----
                                                            (Dollars in Thousands)
<S>                                                            <C>         <C>
Loans past due 90 days or more and still accruing interest     $ 286       $ 192
Nonaccrual loans                                                  --          --
Impaired loans                                                    --          --
                                                               -----       -----
Total non-performing loans                                       286         192
Other real estate owned                                           --          --
                                                               -----       -----

Total non-performing assets                                    $ 286       $ 192
                                                               =====       =====

Non-performing loans as a percentage of total loans             0.67%       0.49%

Non-performing assets as a percentage of total assets           0.39%       0.27%

Allowance for loan losses as a percentage of
  non-performing assets                                        155.0%      233.3%
</TABLE>

Non-performing assets include non-performing loans and other real estate
owned. The bank's non-performing assets, do not represent or result from trends
or uncertainties which management reasonably expects will materially impact
future operating results, liquidity or capital resources. Impaired loans are
commercial and commercial real estate loans for which it is probable that the
bank will not be able to collect all amounts due according to the contractual
terms of the loan agreement.

Although the Bank has a diversified loan portfolio, a substantial portion of its
debtors' ability to honor their agreements is dependent upon the economic
stability of the tri-state area. At December 31, 2001, the company did not
have any concentrations of loans to borrowers engaged in similar activities
exceeding 10% of total loans.

While it is impossible to predict what 2002 loan losses will be, there are no
potential problem loans outstanding at the end of any period presented for which
there was serious doubt as to the ability of the borrower to comply with present
loan repayment terms except as discussed above.


                                     Page 8
<PAGE>

IV.  Summary of Loan Loss Experience
------------------------------------

A.  Analysis of Loan Loss Experience

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

                                                             At December 31,
                                                         ---------------------
                                                           2001         2000
                                                           ----         ----
                                                         (Dollars in Thousands)
Balance, January 1                                         $448         $375
Charge-offs:
   Commercial and agricultural                               44           13
   Real estate mortgages                                    106           14
   Consumer                                                   -           93
                                                           ----         ----
Total charge-offs                                           150          120
                                                           ----         ----

Loan recoveries:
   Commercial and agricultural                                5            -
   Real estate mortgages                                      -            -
   Consumer                                                  29           64
                                                           ----         ----
Total loan recoveries                                        34           64
                                                           ----         ----

Net charge-offs                                             116           56
                                                           ----         ----

Provision charged to operations                             111          129
                                                           ----         ----
Balance, December 31                                       $443         $448
                                                           ====         ====

Net charge-offs as a percent of average loans             0.11%        0.15%

The bank believes that the allowance for loan losses at December 31, 2001 is
adequate to cover losses inherent in the portfolio. However, there can be no
assurance that the bank will not sustain additional losses in future periods,
which could be substantial in relation to the size of the allowance at December
31, 2001.

The bank monitors its loan portfolio on a monthly basis, taking into
consideration the status of potential problem loans and non-performing assets,
as well as trends in delinquencies. Management's determination of of the
adequacy of the allowance for loan losses is based on periodic evaluations of
the credit portfolio and other relevant factors. In addition to the estimate of
the amounts and timing of expected future cash flows on impaired loans, other
components of the allowance for loan losses include estimates for loan losses
associated within the commercial, consumer and real estate mortgage portfolios,
general amounts for historical loss experience, uncertainties in estimating
losses, and inherent risks in the various credit portfolios.


                                     Page 9
<PAGE>

B.  Allocation of the Allowance for Possible Loan Losses
--------------------------------------------------------

The following table provides a breakdown of the allowance for loan losses for
the periods indicated:

                                                 At December 31,
                                 -------------------------------------------
                                           2001                    2000
                                 ----------------------  -------------------
                                             % of Loans           % of Loans
                                              to Total             to Total
                                    Amount     Loans     Amount     Loans
                                    ------   ----------  ------   ----------
                                            (Dollars in Thousands)
Real Estate Loans:
    Construction                     $  4       0.34%     $  5         -- %
    1 - 4 Family                       74      45.72        84       45.35
    Commercial                         78       7.15        59        8.89
Commercial Loans                      101      37.60       106       32.27
Consumer Loans                        106      12.19       104       13.49
                                              ------                ------
Unallocated                            80                   90
                                     ----                 ----

      Total                          $443     100.00%     $448      100.00%
                                     ====     ======      ====      ======

The allocation of the allowance for possible loan losses is predicated upon
periodic review and evaluation of individual loans, past loss experience, risk
elements associated with particular loan categories, and the impact of the
economic environment. The allowance for loan losses is available to absorb
credit losses arising from individual or portfolio segments. When losses on
specific loans are identified, the portion deemed uncollectable is charged off.

V.   Deposits
-------------

A.   Average Deposits and Rates Paid by Type
--------------------------------------------

The following tables summarize the daily average amount of deposits and rates
paid on such deposits for the periods indicated.

                                                         Year Ended December 31,
                                                         -----------------------
                                                           2001           2000
                                                         -------        --------
         Amount                                           (Dollars in thousands)
--------------------------
Noninterest-bearing demand                               $ 8,031        $ 8,628
Interest-bearing demand                                   15,704         14,290
Savings                                                   10,573         10,820
Money market                                               4,005          4,187
Time                                                      21,700         18,414
                                                         -------        -------

      Total                                              $60,013        $56,339
                                                         =======        =======

         Rate
--------------------------
Noninterest-bearing demand                                   -- %           -- %
Interest-bearing demand                                     0.75           2.25
Savings deposits                                            1.10           2.50
Money market                                                1.50           2.75
Time deposits                                               4.87           5.72


Remaining maturity of time certificates of deposit in denominations of $100,000
or more.

The required information is incorporated by reference to page 26 of the 2001
Annual Report.


                                   Page 10
<PAGE>

VI.  Return on Equity
---------------------

The required information is incorporated by reference to page 11 of the 2001
Annual Report.

VII. Short-Term Borrowings
--------------------------

The required information is presented under Part II, Item 8. - Financial
Statements.


Item 2.  Description of Properties
----------------------------------

The following are the principal locations of operations of the company and Bank:

                                              Own or                Term of
Description                                    Rent                  Lease
-----------                              -----------------      ---------------
Executive offices of the
company and Bank and main branch
16924 St. Clair Avenue
East Liverpool, OH 43920                       Own                    N/A

Branch office
Jefferson & Lincoln Way
Lisbon, OH 44432                               Own                    N/A

Branch office                                                        Lease
15703 St Rt. 170                                                  expiration:
Calcutta, OH 43920                             Rent                   2006

Branch office                                                        Lease
Wal-Mart Store                                                    expiration:
Calcutta, OH 43920                             Rent                   2005

Branch office
1200 North Chestnut Street
New Cumberland, WV 26047                       Own                    N/A

Branch office
627 Midland Avenue
Midland, PA 15059                              Own                    N/A

Branch office                                                        Lease
Bradshaw Square                                                   expiration:
East Liverpool, Ohio                           Rent                   2010

Loan Production office                                               Lease
285 College Avenue                                                expiration:
Beaver, PA 15009                               Rent                   2003

Management asserts that for insurance purposes all facilities and equipment are
subject to periodic appraisal and all properties are adequately insured.


                                    Page 11
<PAGE>

Item 3.  Legal Proceedings
--------------------------

The company is involved in a pending legal proceeding that is considered
frivolous in nature. All other pending legal proceedings are considered ordinary
routine litigation incidental to banking, to which the company or the bank is a
party or of which any of the company's or bank's property is subject.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2001.


PART II

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

The required information is incorporated by reference to page 12 of the 2001
Annual Report.

Item 6.  Management's Discussion and Analysis
---------------------------------------------

The required information is incorporated by reference to pages 37 through 42 of
the 2001 Annual Report.

Item 7.  Financial Statements.
-----------------------------

The required information is incorporated by reference to pages 13 through 35 of
the 2001 Annual Report.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
------------------------------------------------------------------------
         Financial Disclosure
         --------------------

None.


PART III

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

The required information is incorporated by reference to pages 4 through 6 of
the 2002 Proxy Statement.

Item 10.  Executive Compensation
--------------------------------

The required information is incorporated by reference to page 7 of the 2002
Proxy Statement.

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

The required information is incorporated by reference to pages 8 through 11 of
the 2002 Proxy Statement.

Item 12.  Certain Relationships and Related Transactions.
--------------------------------------------------------

The required information is incorporated by reference to page 11 of the 2002
Proxy Statement.


                                    Page 12
<PAGE>

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

The following documents are filed as part of this report, except as may be
indicated:

(1)  Financial Statements:

The following Consolidated Financial Statements of Tri-State 1st Bank, Inc.
together with the Report of Independent Auditors dated February 15, 2002, are
included in the 2001 Annual Report of the registrant which is referenced in Part
II, Item 7 - Financial Statements and are incorporated herein:

<TABLE>
<CAPTION>
                                                                                                        Page Reference
                                                                                                        --------------
<S>                                                                                                     <C>
Report of Independent Auditors                                                                                13
Consolidated Balance Sheet, December 31, 2001 and 2000                                                        14
Consolidated Statement of Income for the years ended December 31, 2001 and 2000                               15
Consolidated Statement of Stockholders' Equity for the years ended December 31, 2001 and 2000                 16
Consolidated Statement of Cash Flows for the years ended December 31, 2001 and 2000                           17
Notes to Consolidated Financial Statements                                                                   18-35
</TABLE>

(2)  Exhibits and reports of Form 8-K:

(a)  Exhibits filed herewith or incorporated by reference are set forth in the
     following table prepared in accordance with item 601 of Regulation S-B.

     (3.1) Articles of Incorporation of the registrant are incorporated herein
           by reference to the registrant's Registration Statement on Form S-4
           filed with the Securities and Exchange Commission on March 8, 1996.

     (3.2) By-laws of the registrant are incorporated by reference to the
           registrant's Registration Statement on Form S-4 filed with the
           Securities and Exchange Commission on March 8, 1996.

    (10.1) The 1997 Stock Option Plan is incorporated by reference to the
           registrant's admendment No. 1 Registration Statement Form SB-2 filed
           with the Securities and Exchange Commission on December 1, 1999.

     (13)  Portions of the Annual Report to Security Holders for the year ended
           December 31, 2001, filed herewith as exhibit 13.

     (21)  Subsidiary of the registrant incorporated herein by reference to the
           registrant's Registration Statement on Form S-4 filed with the
           Securities and Exchange Commission on March 8, 1996.

(b)  Reports on Form 8-K

     None


                                    Page 13
<PAGE>

                                   SIGNATURES

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


                                       Tri-State 1st Bank, Inc.

Date:  March 6, 2002
                                       By: /s/ Charles B. Lang
                                           -------------------------------------
                                           Charles B. Lang
                                           President

Date:  March 6, 2002
                                       By: /s/ Kevin Anglemyer
                                           -------------------------------------
                                           Kevin Anglemyer
                                           Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the persons on behalf of the registrant and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name                                               Title                               Date
-----------------------------      ----------------------------------------       -------------
<S>                                <C>                                            <C>

/s/ Charles B. Lang                President                                      March 6, 2002
-----------------------------      (Principal Executive Officer)
Charles B. Lang

/s/ Keith R. Clutter               Secretary                                      March 6, 2002
-----------------------------
Keith R. Clutter

/s/ Kevin Anglemyer                Chief Financial Officer                        March 6, 2002
-----------------------------      (Principal Financial/Accounting Officer)
Kevin Anglemyer

/s/ William E. Blair               Director                                       March 6, 2002
-----------------------------
William E. Blair

/s/ Stephen W. Cooper              Director                                       March 6, 2002
-----------------------------
Stephen W. Cooper

/s/ G. Allen Dickey                Director                                       March 6, 2002
-----------------------------
G. Allen Dickey

/s/ Marvin H. Feldman              Director                                       March 6, 2002
-----------------------------
Marvin H. Feldman

/s/ John P. Scotford, Sr.          Director                                       March 6, 2002
-----------------------------
John P. Scotford, Sr.

/s/ John C. Thompson               Director                                       March 6, 2002
-----------------------------
John C. Thompson
</TABLE>


                                    Page 14