UNITED STATES
                       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 December 31, 2002
                                       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 333-86371

                          Coastal Banking Company, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

        South Carolina                                  58-2455444
        --------------                                  ----------
    (State of Incorporation)                (I.R.S. Employer Identification No.)

   36 Sea Island Parkway, Beaufort, S.C.                               29901
   -------------------------------------                               -----
   (Address of principal executive offices)                         (Zip Code)

                                 (843) 522-1228
                                 --------------
                               (Telephone Number)

                                 Not Applicable
                                 --------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

        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. [ ]

     The issuer's  revenues (total interest income plus noninterest  income) for
its most recent fiscal year was $4,318,525. As of March 26, 2003, 948,281 shares
of Common Stock were issued and outstanding.

     The  estimated   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 26,
2003 is $6,938,324.25 . This  calculation is based upon an estimate of the fair
market value of the Common Stock of $9.75 per share,  which was the price of the
last trade of which management is aware prior to this date.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the company's 2002 Annual Report                     Part III
Portions of the company's Proxy Statement for the 2003 Annual
  Meeting of Shareholders                                        Part II

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<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   the level of allowance for loan loss;

     o   the rate of delinquencies and amounts of charge-offs;

     o   the rates of loan growth;

     o   adverse changes in asset quality and resulting credit risk-related
         losses and expenses;

     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

     Coastal Banking Company, Inc. was incorporated to operate as a bank holding
company pursuant to the Federal Bank Holding Company Act of 1956 and the South
Carolina Banking and Branching Efficiency Act, and to purchase 100% of the
issued and outstanding stock of Lowcountry National Bank, an association
organized under the laws of the United States, to conduct a general banking
business in Beaufort County, South Carolina.

     On November 1, 1999, we commenced our initial public offering and sold
870,000 shares of our common stock at $10 per share and on December 2, 1999, we
issued 78,821 additional shares for a total of 948,281 shares of common stock.
The offering raised $8,909,624 net of estimated underwriting discounts and
commissions. We used approximately $6,700,000 of the proceeds to capitalize the
bank. Our directors and officers purchased 202,000 shares of common stock in the
offering. Upon purchase of the shares, we issued stock warrants to the
organizers to purchase up to additional 202,000 shares of common stock. The
warrants, which are represented by separate warrant agreements, vested over a
three year period ending December 2, 2002 and are exercisable in whole or in
part through December 2, 2009.



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<PAGE>


     On May 10, 2000, we opened the bank. The principal activity of the bank is
to provide banking services to domestic markets, principally in Beaufort County,
South Carolina.

Marketing Focus

     The bank focuses on the local community, emphasizing personal service to
individuals and businesses in Beaufort County. Our primary service area includes
a large portion of Beaufort County, excluding Hilton Head. Our target market
primarily consists of individuals and small- to medium-sized businesses who
desire a consistent and professional relationship with a local banker. We
encourage relationships with individuals and companies in his area to more
effectively market the service of the bank. We offer a personal banking
relationship to our customers that is not available through larger banks.

Location and Service Area

     Our primary service area consists of the portion of Beaufort County within
a 20 mile radius (specifically excluding Hilton Head Island) of our main office.
This area covers a large portion of Beaufort County, including Beaufort,
Bluffton, Burton, Callawassie Island, Coosaw, Dataw Island, Harbor Island,
Hunting Island, Fripp Island, Ladys Island, Port Royal, Spring Island, St.
Helena Island, and the rapidly growing Sun City, which is expected to contain
8,900 homes upon completion. More particularly, the service area for deposits
for the bank is within a five mile radius of our main office, with the 20 mile
radius primarily utilized for loan generation opportunities.

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 compete for these loans
with competitors who are well established in the Beaufort County area and have
greater resources and lending limits. As a result, we may have to charge lower
interest rates to attract borrowers.

     Loan Approval and Review. The bank's 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 will be considered and approved by an officer with a higher lending
limit or the directors' loan committee. Loans in excess of the directors' loan
committee's limits must be approved by the full board of directors. The bank
will not make any loans to any director, officer, or employee of the bank 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. The bank currently intends to adhere to Federal
National Mortgage Association and Federal Home Loan Mortgage Corporation
guidelines in its mortgage loan review process, but may choose to alter this
policy in the future. The bank currently intends to sell its mortgage loans on
the secondary market, but may choose to hold them in the portfolio in the
future.

     Lending Limits. The bank 's lending activities are subject to a variety of
lending limits imposed by federal law. In general, the bank is 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 will increase or decrease as the bank's
capital increases or decreases. Based upon the bank's current capitalization of
$7,864,071, the bank has a self-imposed loan limit of $1,061,650 which
represents 90% of our anticipated legal lending limit of $1,179,611. Unless the
bank is able to sell participations in its loans to other financial
institutions, the bank will not be able to meet all of the lending needs of loan
customers requiring aggregate extensions of credit above these limits.

     Real Estate and Mortgage Loans. Loans secured by first or second mortgages
on real estate make up approximately 75% of the bank's loan portfolio. These
loans generally fall into one of three categories: commercial real estate loans,
construction and development loans, or residential real estate loans. Each of
these categories is discussed in more detail below, including their specific
risks. Home equity loans are not included because they are classified as
consumer loans, which are discussed below. Interest rates for all categories may
be fixed or adjustable, and will more likely be fixed for shorter-term loans.
The bank generally charges an origination fee for each loan.



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<PAGE>

     Real estate loans are subject to the same general risks as other loans.
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.

     We have the ability to originate real estate loans for sale into the
secondary market. We can limit our interest rate and credit risk on these loans
by locking the interest rate for each loan with the secondary investor and
receiving the investor's underwriting approval prior to originating the loan.

     o   Commercial Real Estate Loans. Commercial real estate loans generally
         have terms of five years or less, although payments may be structured
         on a longer amortization basis. We evaluate each borrower on an
         individual basis and attempt to determine its business risks and credit
         profile. We attempt 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%. We generally require that debtor cash
         flow exceed 115% of monthly debt service obligations. We typically
         review all of the personal financial statements of the principal owners
         and require their personal guarantees. These reviews generally reveal
         secondary sources of payment and liquidity to support a loan request.

     o   Construction and Development Real Estate Loans. We offer adjustable and
         fixed rate residential and commercial construction loans to builders
         and developers and to consumers who wish to build their own home. The
         term of construction and development loans generally is limited to
         eighteen months, although payments may be structured on a longer
         amortization basis. Most loans will mature and require payment in full
         upon the sale of the property. Construction and development loans
         generally carry a higher degree of risk than long term financing of
         existing properties. Repayment depends on the ultimate completion of
         the project and usually on the sale of the property. Specific risks
         include:

             o   cost overruns;
             o   mismanaged construction;
             o   inferior or improper construction techniques;
             o   economic changes or downturns during construction;
             o   a downturn in the real estate market;
             o   rising interest rates which may prevent sale of the property;
                 and
             o   failure to sell completed projects in a timely manner.

     We attempt to reduce risk by obtaining personal guarantees where possible,
and by keeping the loan-to-value ratio of the completed project below specified
percentages. We also may reduce risk by selling participations in larger loans
to other institutions when possible.

     o   Residential Real Estate Loans. Residential real estate loans generally
         have longer terms up to 30 years. We offer fixed and adjustable rate
         mortgages. We have limited credit risk on these loans as most are sold
         to third parties soon after closing.

     Commercial Loans. The bank makes 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 typically will be 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. We
focus our efforts on commercial loans less than $500,000. Working capital loans
typically have terms not exceeding one year and usually are secured by accounts
receivable, inventory, or personal guarantees of the principals of the business.
For loans secured by accounts receivable or inventory, principal typically be
repaid as the assets securing the loan are converted into cash, and in other
cases principal typically be due at maturity. Asset based lending, leasing, and
factoring will be offered through third party vendors who can handle the paper
work and servicing and generally



                                       4
<PAGE>

assume most of the credit risk. Trade letters of credit, standby letters of
credit, and foreign exchange will be handled through a correspondent bank as
agent for the bank.

     We offer small business loans utilizing government enhancements such as the
Small Business Administration's 7(a) program and SBA's 504 programs. These loans
typically are partially guaranteed by the government, which may help to reduce
the bank 's risk. Government guarantees of SBA loans will not exceed 80% of the
loan value and will generally be less.

     The well established banks in the Beaufort County area will make
proportionately more loans to medium to large-sized businesses than we will.
Many of the bank's anticipated commercial loans likely will be made to small- to
medium-sized businesses which may be less able to withstand competitive,
economic, and financial conditions than larger borrowers.

     Consumer Loans. The bank makes 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 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.

     We also offer home equity loans. Our underwriting criteria for and the
risks associated with home equity loans and lines of credit generally are the
same as those for first mortgage loans. Home equity lines of credit will
typically have terms of 15 years or less, will typically carry balances less
than $125,000, and may extend up to 100% of the available equity of each
property.

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 other 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 Beaufort County area.
In addition, we offer certain retirement account services, such as IRAs. We
solicit these accounts from individuals, businesses, associations,
organizations, and governmental authorities.

Other Banking Services

     The bank offers other bank services including drive up ATMs, safe deposit
boxes, traveler's checks, direct deposit, U.S. Savings Bonds, banking by mail,
and internet banking. The bank is associated with the Plus and Cirrus ATM
networks, which may be used by its customers throughout Beaufort County and
other regions. We believe that by being associated with a shared network of
ATMs, we are better able to serve our customers and attract customers who are
accustomed to the convenience of using ATMs, although we do not believe that
maintaining this association is critical to our success. We do not expect the
bank to exercise trust powers during its first few years of operation.

Market Share

     As of June 30, 2002, total deposits in the bank's primary service area were
approximately $881 million, which represented a 17.4% deposit growth rate from
June 30, 2001. Our plan over the next two years is to grow our deposit base to
$120 million. Of course, we cannot be sure that these deposit growth rates will
continue, or that we will accomplish this objective.

Employees

     As of March 28, 2003, our bank has 18 employees, and our company has 0
employees.



                                       5
<PAGE>

                           Supervision and Regulation


     Both the company and the bank 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
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. Beginning
with the enactment of the Financial Institution Report Recovery and Enforcement
Act in 1989 and following with the FDIC Improvement Act in 1991, numerous
additional regulatory requirements have been placed on the banking industry in
the past several years, and additional changes have been proposed. Our
operations may be 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 Gramm-Leach-Bliley 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.


USA Patriot Act of 2001

     In October 2001, the USA Patriot Act of 2001 was enacted in response to the
terrorist attacks in New York, Pennsylvania and Washington D.C. which occurred
on September 11, 2001. The Patriot Act is intended to strengthen U.S. law
enforcement's and the intelligence communities' abilities to work cohesively to
combat terrorism on a variety of fronts. The potential impact of the Patriot Act
on financial institutions of all kinds is significant and wide ranging. The
Patriot Act contains sweeping anti-money laundering and financial transparency
laws and imposes various regulations, including standards for verifying client
identification at account opening, and rules to promote cooperation among
financial institutions, regulators and law enforcement entities in identifying
parties that may be involved in terrorism or money laundering.

Coastal Banking Company

     The company owns the outstanding capital stock of the bank, and therefore
it is considered to be a bank holding company under the federal Bank Holding
Company Act of 1956 and the South Carolina Banking and Branching Efficiency Act.

     The Bank Holding Company Act. Under the Bank Holding Company Act, the
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 bank and holding company
level are limited to:



                                       6
<PAGE>

     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.

     In addition, and subject to certain exceptions, the Bank Holding Company
Act and the Change in Bank Control Act, together with regulations thereunder,
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. The
company's 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 its
capital requirements and certain other restrictions, the 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 the company. Our ability to pay
dividends will be subject to regulatory restrictions as described below in
"Greenville First Bank - Dividends." The company is also able to raise capital
for contribution to the 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, the company is expected to act as a source of financial strength
to the bank and to commit resources to support the bank in circumstances in
which the 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 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.



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<PAGE>

     South Carolina State Regulation. As a bank holding company registered 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 banking or nonbanking institutions or assets,
and we must file periodic reports with respect to our financial condition and
operations, management, and intercompany relationships between the company and
its subsidiaries.

Lowcountry National Bank

     The bank 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 regulates or
monitors 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 the bank to maintain
specified capital ratios and imposes limitations on the bank's aggregate
investment in real estate, bank premises, and furniture and fixtures. The Office
of the Comptroller of the Currency will also require the bank to prepare
quarterly reports on the bank's financial condition and to conduct an annual
audit of its 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;


                                       8
<PAGE>

     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 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 establishes rates for the payment of premiums
by federally insured banks and thrifts for deposit insurance. A separate Bank
Insurance Fund and Savings Association Insurance Fund are maintained for
commercial banks and savings associations with insurance premiums from the
industry used to offset losses from insurance payouts when banks and thrifts
fail. In 1993, the FDIC adopted a rule which establishes a risk-based deposit
insurance premium system for all insured depository institutions. Under this
system, until mid-1995 depository institutions paid to Bank Insurance Fund or
Savings Association Insurance Fund from $0.23 to $0.31 per $100 of insured
deposits depending on its capital levels and risk profile, as determined by its
primary federal regulator on a semiannual basis. Once the Bank Insurance Fund
reached its legally mandated reserve ratio in mid-1995, the FDIC lowered
premiums for well-capitalized banks, eventually eliminating premiums for
well-capitalized banks, with a minimum semiannual assessment of $1,000. However,
in 1996 Congress enacted the Deposit Insurance Funds Act of 1996, which
eliminated even this minimum assessment. It also separated the Financial
Corporation assessment to service the interest on its bond obligations. The
amount assessed on individual institutions, including the bank, by Financial
Corporation assessment is in addition to the amount paid for deposit insurance
according to the risk-related assessment rate schedule. Increases in deposit
insurance premiums or changes in risk classification will increase the bank's
cost of funds, and we may not be able to pass these costs on to our customers.

     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.

     The bank is 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 will be 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.

     The Federal Reserve Board has recently issued Regulation W, which codifies
prior regulations under Sections 23A and 23B of the Federal Reserve Act and
interpretative guidance with respect to affiliate transactions. Regulation W
incorporates the exemption from the affiliate transaction rules but expands the
exemption to cover the purchase of any type of loan or extension of credit from
an affiliate. In addition, under Regulation W:

     o   a bank and its subsidiaries may not purchase a low-quality asset from
         an affiliate;
     o   covered transactions and other specified transactions between a bank or
         its subsidiaries and an affiliate must be on terms and conditions that
         are consistent with safe and sound banking practices; and
     o   with some exceptions, each loan or extension of credit by a bank to an
         affiliate must be secured by collateral with a market value ranging
         from 100% to 130%, depending on the type of collateral, of the amount
         of the loan or extension of credit.



                                       9
<PAGE>

     Regulation W generally excludes all non-bank and non-savings association
subsidiaries of banks from treatment as affiliates, except to the extent that
the Federal Reserve Board decides to treat these subsidiaries as affiliates.
Concurrently with the adoption of Regulation W, the Federal Reserve Board has
proposed a regulation which would further limit the amount of loans that could
be purchased by a bank from an affiliate to not more than 100% of the bank's
capital and surplus. Comments on the proposed rule were due by January 13, 2003.

     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 has been passed which permits interstate
branching. The law permits out-of-state acquisitions by bank holding companies,
interstate branching by banks if allowed by state law, and interstate merging by
banks.

     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 the bank.

     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 Lowcountry National 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.



                                       10
<PAGE>

     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 the company 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.

     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. Initially, we
will 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.

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.

     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
the holding company may be necessary which could impact our ability to pay


                                       11
<PAGE>

dividends. Our capital levels will initially be more than 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.

     The FDIC Improvement Act requires the federal banking regulators to revise
the risk-based capital standards to provide for explicit consideration of
interest rate risk, concentration of credit risk, and the risks of untraditional
activities. We are uncertain what effect these regulations would have.

     Failure to meet these capital requirements would mean that a bank would be
required to develop and file a plan with its primary federal banking regulator
describing the means and a schedule for achieving the minimum capital
requirements. In addition, such a 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 the bank could demonstrate a
reasonable plan to meet the capital requirement within a reasonable period of
time.

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


Item 2.    Description of Property
----------------------------------

     The bank is located at 36 Sea Island Parkway in Beaufort, South Carolina.
We own our 5,800 square foot main office building located on 2.33 acres of land.

     On April 27, 2001, we purchased an additional 1.52 acres property for
$400,000 which is located at Hwy 170, Bluffton, SC in the Okatie Office Center,
on which we plan to construct a future branch location. At this time, we have
not decided when we will commence construction of this proposed branch office.

     During 2002, the bank successfully established a loan production office to
service the Bluffton Market area. Based on the success of the establishment of
the loan production office, the Company decided to move forward with a full
service branch to serve this market. It was decided that leasing a branch
facility was in the bank's best interest as opposed to constructing our own
building. To that extent, we entered into a lease to open our first branch at
Moss Creek Village, Bluffton, SC. The management of Lowcountry National Bank
expects this office to be fully operational by mid second quarter, 2003.



                                       12
<PAGE>

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

     None.

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.
-------------------------------------------------------------------

     In response to this Item, the information contained on page 39 of the
company's annual report to shareholders for the year end December 31, 2002 is
incorporated herein by reference.

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

     The following table sets forth equity compensation plan information at
December 31, 2002.

<TABLE>
<CAPTION>
                      Equity Compensation Plan Information
                                                                                                 Number of securities
                                   Number of securities                                        remaining available for
                                       to be issued                Weighted-average             future issuance under
                                     upon exercise of             exercise price of         equity compensation plans (c)
                                   outstanding options,          outstanding options,           (excluding securities
Plan Category                    warrants and rights (a)       warrants and rights (b)         reflected in column(a))
-------------                    -------------------           -------------------             -----------------------

<S>                                      <C>                            <C>                             <C>
Equity compensation                      142,242                        $10.00                          69,827
plans approved by
security holders(1)

Equity compensation                      212,000                        $10.00                               -
plans not approved by
security holders and
Organizer warrants(2)

         Total                           356,242                             -                          69,827

<FN>
(1)  The number of shares of common stock available under the 2000 Coastal
     Banking Company Stock Incentive Plan is currently 142,242, and it will
     automatically increase each time we issue additional shares so that it
     continues to equal 15% of our total outstanding shares.
(2)  In connection with our initial public offering in 1999, we issued 202,000
     warrants to our organizing directors at an exercise price of $10.00 per
     share with a term of 10 years, and we issued an option to one of our
     consultants for 10,000 shares at $10.00 per share. See our description of
     "Stock Warrants" below.
</FN>
</TABLE>

Stock Warrants

     Each of our organizers has received, for no additional consideration, a
warrant to purchase one share of common stock for $10.00 per share for each
share purchased during our initial public offering. The warrants are represented
by separate warrant agreements. One third of the warrants vest on each of the
first three anniversaries of the date our bank opened for business, and they are
exercisable in whole or in part during the ten year period following that date.
The warrants may not be assigned, transferred, pledged, or hypothecated in any
way. The shares issued pursuant to the exercise of such warrants are
transferable, subject to compliance with applicable securities laws. If the


                                       13
<PAGE>

South Carolina Board of Financial Institutions or the FDIC issues a capital
directive or other order requiring the bank to obtain additional capital, the
warrants will be forfeited, if not immediately exercised.


Item 6.    Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------------------
Results of Operations
---------------------

     In response to this Item, the information contained on pages 8 through 18
of the company's annual report to shareholders for the year end December 31,
2002 is incorporated herein by reference.

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

     In response to this Item, the information contained on pages 19 through 38
of the company's annual report to shareholders for the year end December 31,
2002 is incorporated herein by reference.

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

     On March 20, 2002, we dismissed and replaced the firm of Tourville, Simpson
& Caskey, L.L.P., with Elliot Davis, LLC as our auditors effective as of that
date. The decision to change accountants was approved by the audit committee and
the board of directors of our company.

     The reports of Tourville, Simpson & Caskey on the company's financial
statements for the past two 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 and in the subsequent interim period, there
were no disagreements with Tourville, Simpson & Caskey on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Tourville,
Simpson & Caskey, would have caused Tourville, Simpson & Caskey to make
reference to the matter in their report. During the fiscal year ended December
31, 2001 and in the subsequent interim period, there were no "reportable events"
to describe as specified in Item 304(a)(1)(iv)(B) of Regulation S-B.

     On March 20, 2002, the company engaged Elliott Davis, LLC as its
independent auditors for the fiscal year ending 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, LLC, we
did not consult Elliott Davis, LLC 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 9 of our Proxy
Statement for the Annual Meeting of Shareholders to be held on May 20, 2003 is
incorporated herein by reference.

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

     In response to this Item, the information contained on page 5 of our Proxy
Statement for the Annual Meeting of Shareholders to be held on May 20, 2003 is
incorporated herein by reference.

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

         In response to the information related to Item 201(d), please refer to
Item 5 of this report.

     In response to this Item, the information contained on page 7 of our Proxy
Statement for the Annual Meeting of Shareholders to be held on May 20, 2003 is
incorporated herein by reference.

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

     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 May 20, 2003 is
incorporated herein by reference.



                                       14
<PAGE>

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. 333-86371).

3.2   Amended and Restated Articles of Incorporation (incorporated by reference
      to Exhibit 3.1 of the Registration Statement on Form SB-2, File No.
      333-86371).

3.3.  Bylaws (incorporated by reference to Exhibit 3.3 of the Registration
      Statement on Form SB-2, File No. 333-86371).

4.1.  See Exhibits 3.1, 3.2, and 3.3 for provisions in the company's Articles of
      Incorporation and Bylaws defining the rights of holders' of the common
      stock (incorporated by reference to Exhibits 3.1 and 3.2 of the
      Registration Statement on Form SB-2, File No. 333-86371).

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. 333-86371).

5.1.  Opinion Regarding Legality (incorporated by reference to Exhibit 5.1 of
      the Registration Statement on Form SB-2, File No. 333-86371).

10.1  Employment Agreement dated August 12, 1999 between the company and
      Randolph Kohn (incorporated by reference to Exhibit 10.1 of the
      Registration Statement on Form SB-2, File No. 333-86371).

10.5  Form of Stock Warrant Agreement (incorporated by reference to Exhibit 10.8
      of the Registration Statement on Form SB-2, File No. 333-86371).

10.6  Coastal Banking Company, Inc. 2000 Stock Incentive Plan

10.7  Lease Agreement between Lowcountry National Bank and Bright O'Hare Moss
      Creek Partnership, dated January 14, 2003.

13.1  Company's 2002 Annual Report

21    Subsidiaries of the Company

24    Power of Attorney (contained as part of the signature pages herewith).

(b)   Reports on Form 8-K

      The following reports were filed on Form 8-K during the fourth quarter
      ended December 31, 2002.

99.1  The Company filed a Form 8-K on November 13, 2002 to disclose that the
      Chief Executive Officer, Randolph C. Kohn, and the Chief Financial
      Officer, Charlie T. Lovering, Jr., each furnished to the SEC the
      certification required pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Item 14.  Controls and Procedures
---------------------------------

     Within the 90 days prior to the date of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
our periodic SEC Filings. The design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.



                                       15
<PAGE>

         There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.






                                       16
<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.

                                    COASTAL BANKING COMPANY, INC.

Date:   March  26, 2003             By: /s/ Randolph C. Kohn
       ------------------              ----------------------------------------
                                       Randolph C. Kohn
                                       President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Randolph C. Kohn, his 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 Annual Report on Form 10-KSB, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto 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 attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

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

/s/ Marjorie Trask Gray
--------------------------------
Marjorie Trask Gray, DMD          Director                      March 26, 2003


/s/ Dennis O. Green
--------------------------------
Dennis O. Green, CPA              Director, Vice-               March 26, 2003
                                  Chairman of the Board

/s/ Mark B. Heles
--------------------------------
Mark B. Heles                     Director                      March 26, 2003


/s/ James W. Holden
--------------------------------
James W. Holden, Jr., DVM         Director                      March 26, 2003


/s/ Ladson F. Howell
--------------------------------
Ladson F. Howell                  Director                      March 26, 2003
                                  Chairman of the Board

/s/ James C. Key
--------------------------------
James C. Key                      Director                      March 26, 2003

/s/ Randolph C. Kohn
--------------------------------
Randolph C. Kohn                  Director, President and       March 26, 2003
                                  Chief Executive Officer

/s/ Ron Lewis
--------------------------------
Ron Lewis                         Director                      March 26, 2003


                                       17
<PAGE>

/s/ Charlie T. Lovering
--------------------------------
Charlie T. Lovering               Senior Vice President         March 26, 2003
                                  and Chief Financial
                                  Officer
/s/ Lila N. Meeks
--------------------------------
Lila N. Meeks                     Director                      March 26, 2003


/s/ Robert B. Pinkerton
--------------------------------
Robert B. Pinkerton               Director                      March 26, 2003


/s/ John M. Trask, III
--------------------------------
John M. Trask, III                Director                      March 26, 2003


/s/ Matt A. Trumps
--------------------------------
Matt A. Trumps                    Director                      March 26, 2003




                                       18
<PAGE>





                                  Certification

I, Randolph C. Kohn, certify that:

1. I have reviewed this annual report on Form 10-KSB of Coastal Banking Company,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 26, 2003

                                     /s/ Randolph C. Kohn
                                     ---------------------------------
                                     Randolph C. Kohn
                                     President and Chief Executive Officer


                                       19

<PAGE>


                                  Certification

I, Charlie T. Lovering, Jr., certify that:

1. I have reviewed this annual report on Form 10-KSB of Coastal Banking Company,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 26, 2003
                                      /s/ Charlie T. Lovering, Jr.
                                     ---------------------------------
                                     Charlie T. Lovering, Jr.
                                     Chief Financial Officer


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<PAGE>

                                EXHIBIT INDEX

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. 333-86371).

3.2   Amended and Restated Articles of Incorporation (incorporated by reference
      to Exhibit 3.1 of the Registration Statement on Form SB-2, File No.
      333-86371).

3.3.  Bylaws (incorporated by reference to Exhibit 3.3 of the Registration
      Statement on Form SB-2, File No. 333-86371).

4.1.  See Exhibits 3.1, 3.2, and 3.3 for provisions in the company's Articles of
      Incorporation and Bylaws defining the rights of holders' of the common
      stock (incorporated by reference to Exhibits 3.1 and 3.2 of the
      Registration Statement on Form SB-2, File No. 333-86371).

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. 333-86371).

5.1.  Opinion Regarding Legality (incorporated by reference to Exhibit 5.1 of
      the Registration Statement on Form SB-2, File No. 333-86371).

10.1  Employment Agreement dated August 12, 1999 between the company and
      Randolph Kohn (incorporated by reference to Exhibit 10.1 of the
      Registration Statement on Form SB-2, File No. 333-86371).

10.5  Form of Stock Warrant Agreement (incorporated by reference to Exhibit 10.8
      of the Registration Statement on Form SB-2, File No. 333-86371).

10.6  Coastal Banking Company, Inc. 2000 Stock Incentive Plan

10.7  Lease Agreement between Lowcountry National Bank and Bright O'Hare Moss
      Creek Partnership, dated January 14, 2003.

13.1  Company's 2002 Annual Report

21    Subsidiaries of the Company

24    Power of Attorney (contained as part of the signature pages herewith).




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