SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

                                       or

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

                          Commission file no. 000-26905

                           RHBT FINANCIAL CORPORATION
        ---------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             South Carolina                          58-2482426
            ----------------                        ------------
      (State or Other Jurisdiction                (I.R.S. Employer
    of Incorporation or Organization)            Identification No.)

          249 East Main Street
        Rock Hill, South Carolina                      29730
       ---------------------------                    --------
(Address of Principal Executive Offices)             (Zip Code)

                                 (803) 324-2500
                 Issuer's Telephone Number, Including Area Code

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

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

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

         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 1,
2002 is $15,629,679. This calculation is based upon an estimate of the fair
market value of the Common Stock of $13.50 per share, which was the price of the
last trade on The Nasdaq National Market prior to this date.

There were 1,720,928 shares of the Company's common stock issued and outstanding
as of the record date, March 1, 2002.

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

                  DOCUMENTS INCORPORATED BY REFERENCE

Portions of the company's 2001 Annual Report                     Part II
Portions of the company's Proxy Statement for the 2002 Annual
  Meeting of Shareholders                                        Part III



<PAGE>


Item 1.    Description of Business

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

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

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

         o  the cost of defending and the risk of loss in connection with
            litigation involving customers of and activities in our trust
            department;

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

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

         o  changes occurring in business conditions and inflation;

         o  changes in technology;

         o  changes in monetary and tax policies;

         o  changes in the securities markets; and

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

         In addition to the other risks identified in this Form 10-KSB and our
other SEC filings from time to time, we face the following risks:

We face a risk of loss from litigation.

         We were sued in three separate lawsuits in 2001 involving allegations
relating to our trust department and our former trust officer. See "Item 3:
Legal Proceedings." We settled the claims against us in one of these cases and
are defending the other two matters vigorously. However, there is a risk that we
may suffer losses from this litigation, or that we may face other litigation
relating to our trust department and former trust officer. We also recovered
approximately $7.2 million from our insurance carriers in connection with our
losses on the suit we settled. There is a risk that our cost of insurance may
increase, or that we may have trouble obtaining adequate insurance in the
future.

An economic downturn, especially one affecting York County, South Carolina,
could reduce our customer base, our level of deposits, and the demand for our
financial products such as loans.

         An economic downturn would likely cause a deterioration in the quality
of our loan portfolio and may reduce the level of deposits in the bank, which
would affect our business. Interest received on loans represented

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approximately 91% of our interest income for the year ended December 31, 2001.
If an economic downturn occurs in the economy as a whole, or in our service
area, borrowers may be less likely to repay their loans as scheduled. Moreover,
the value of real estate or other collateral that may secure our loans could be
adversely affected. It appears to us that the terrorist attacks that occurred in
New York City and Washington, D.C. on September 11, 2001 and the United States'
subsequent response to these events have resulted in a general economic slowdown
that may adversely affect our banking business. We intend to closely monitor the
effect of these events upon our business, and make adjustments to our business
strategy as we deem necessary.

Changes in interest rates may reduce our profitability.

         Our results of operations depend in large part upon the level of our
net interest income, which is the difference between interest income from
interest-earning assets, such as loans and securities, and interest expenses on
interest-bearing liabilities, such as deposits and other borrowings. Depending
on the terms and maturities of our assets and liabilities, a significant change
in interest rates could have a material adverse effect on our profitability.
Many factors cause changes in interest rates, including governmental monetary
policies and domestic and international economic and political conditions.

         As of December 31, 2001, we had a cumulative one-year negative gap
position of 6.67 % of total interest-bearing assets. With a negative gap
position, the rates on our interest-bearing liabilities will likely adjust to
changes in market interest rates at a faster rate than the yields on our
interest-earning assets. Although we have recently experienced an environment of
falling interest rates, a rapid economic recovery and a resultant rise in
interest rates may have the effect of requiring us to pay higher rates on our
deposits while being unable to increase the rates we charge for loans as
quickly. Therefore, a rise in interest rates could cause our net interest margin
to decrease and adversely affect our net interest income. While we intend to
manage the effects of changes in interest rates by adjusting the terms,
maturities, and pricing of our assets and liabilities, our efforts may not be
effective and our financial condition and results of operations could be
adversely affected.

General

         RHBT Financial Corporation was organized in 1999 to serve as a bank
holding company for Rock Hill Bank & Trust. The bank commenced business on May
20, 1996 as a South Carolina state-chartered bank headquartered in Rock Hill,
South Carolina. The principal business activity of the company is to provide
banking services to domestic markets, principally in York County, South
Carolina. In addition to providing traditional banking services, the company has
a trust department that offers a full range of trust services and a mortgage
loan division. The mortgage loan division originates loans to purchase existing
or construct new homes and to refinance existing mortgages. The company opened
two additional branches in 1999. The Ebenezer office opened in January 1999, and
the Fort Mill/Tega Cay office opened in September 1999.

         Our primary source of revenue is interest income and fees, which we
earn by lending and investing our capital and the funds which are held on
deposit. Because loans generally earn higher rates of interest than investments,
the bank seeks to employ as many of its deposit funds as possible in the form of
loans to individuals and businesses. To ensure sufficient liquidity, we also
maintain a portion of the bank's deposits in cash, government securities,
deposits with other financial institutions, and overnight loans of excess
reserves (known as "federal funds sold") to correspondent banks. The revenue
which the bank earns (prior to deducting its overhead expenses) is essentially a
function of the amount of the bank's loans and deposits, as well as the profit
margin ("interest spread") and fee income. Our bank provides trust services and
has a mortgage loan division.


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Marketing Focus

         Our bank primarily serves the city of Rock Hill and the surrounding
area of York County, South Carolina. The bank's extended market area also
includes the south side of Charlotte in Mecklenburg County, North Carolina, and
Lancaster and Chester Counties in South Carolina. Rock Hill is the fifth largest
city in South Carolina and is located in the eastern central area of York
County, South Carolina, approximately 25 miles southwest of Charlotte, North
Carolina and on the outskirts of the Charlotte/Mecklenburg metropolitan area.
Rock Hill is approximately 70 miles north of Columbia, South Carolina, and 95
miles northeast of Greenville, South Carolina. The area has experienced steady
growth over the past ten years and the bank expects the area, as well as the
service industries needed to support it, to continue to grow. According to the
U.S. Census Bureau, York County is one of the fastest growing counties in South
Carolina, with a population of 164,614 in 2000, reflecting a 9.7% increase since
1997.

Banking Services

         The bank strives to provide its customers with products and services
comparable to those offered by large regional banks, while maintaining the quick
response and personal service of a community bank. In addition to offering a
full range of deposit services and commercial and personal loans, our bank
offers trust services and products such as mortgage loan origination and
accounts receivable financing.

o    Deposit Services. The bank offers a full range of deposit services that are
     typically available in most banks and savings and loan associations,
     including checking accounts, NOW 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 principal market area at rates competitive
     to those offered by other banks and financial institutions in the area. In
     addition, we offer certain retirement account services, such as Individual
     Retirement Accounts (IRAs). All deposit accounts are insured by the Federal
     Deposit Insurance Corporation (the "FDIC") up to the maximum amount allowed
     by law. The bank solicits these accounts from individuals, businesses,
     associations and organizations, and governmental authorities.

o    Loan Products. The bank offers a full range of commercial and personal
     loans. Commercial loans include both secured and unsecured loans for
     working capital (including loans secured by inventory and accounts
     receivable), business expansion (including acquisition of real estate and
     improvements), and purchase of equipment and machinery. Consumer loans
     include equity lines of credit and secured and unsecured loans for
     financing automobiles, home improvements, education, and personal
     investments. The bank also makes real estate construction and acquisition
     loans. The bank's lending activities are subject to a variety of lending
     limits imposed by federal law. While differing limits apply in certain
     circumstances based on the type of loan or the nature of the borrower
     (including the borrower's relationship to us), in general we are subject to
     a loans-to-one-borrower limit of an amount equal to 15% of the bank's
     unimpaired capital and surplus. We may not make any loans to any director,
     officer, employee, or 10% shareholder of the bank unless the loan is
     approved by our board of directors and is made on terms not more favorable
     to such a person than would be available to a person not affiliated with
     us.

o    Mortgage Loan Division. The bank has a mortgage loan division through which
     it has broadened the range of services that it offers to its customers. The
     mortgage loan division originates loans to purchase existing or construct
     new homes and to refinance existing mortgages. The bank anticipates
     generating additional fee income by selling most of these loans in the
     secondary market and cross-selling its other products and services to its
     mortgage customers.

o    Trust Services. The bank has a trust department, through which we offer a
     full range of trust services, including personal trusts, testamentary
     trusts, investment management, custodian services, income tax assistance
     and counseling, and retirement and estate planning.

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o    Accounts Receivable Financing. The bank provides accounts receivable
     financing to businesses in cooperation with an outsource partner, using
     software licensed from the partner to handle the billing and collection of
     these receivables. Because accounts receivable-based loans typically carry
     a higher rate of risk than many other types of loans, the bank also has
     default and fraud insurance and customarily obtains a personal guarantee
     from the small business owner.

o    Other Services. Other bank services include cash management services, safe
     deposit boxes, debit cards, travelers checks, direct deposit of payroll and
     social security checks, and automatic drafts for various accounts. The bank
     is associated with Star and Plus networks of automated teller machines that
     may be used by our customers throughout South Carolina and other regions.
     The bank also offers credit card and merchant account services through a
     correspondent bank as an agent for us.

Competition

         Competition in the rapidly growing Rock Hill - York County region comes
from a variety of financial services organizations. There were ten banks with
multiple branches located throughout the region on December 31, 2001. Three of
the banks had international operations; four would be considered regional banks
and three would be classified as local community banks. There were four credit
unions with several locations and a large number of brokerage houses, mortgage
companies, insurance companies and independent financial service organizations
that provided products and services that compete with banks.

         Competition among financial institutions in the Rock Hill area is
particularly intense because of the strong credit union base in the area; Rock
Hill's proximity to Charlotte, North Carolina, which is home to large regional
and national banks such as Bank of America and Wachovia; and the establishment
of two other new community banks in Rock Hill in the last several years.


                           SUPERVISION AND REGULATION

         Both our company and our 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 below.
Significant changes to the regulatory structure of the financial services
industry were enacted in 1999 and additional changes have been proposed. From
time to time other changes are proposed to laws and the policies of various
regulatory authorities affecting the Banking industry, and these changes could
have a material effect on our operations, business, and prospects. 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

         In November 1999, the Gramm-Leach-Bliley Act, previously known as the
Financial Services Modernization Act of 1999, was signed into law. 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.


                                       4
<PAGE>


         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.

RHBT Financial Corporation

         Because it owns the outstanding capital stock of the bank, the company
is 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:

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;


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<PAGE>

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 is subject to regulatory restrictions as described below in "Rock Hill
Bank & Trust - 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's holding
company. Further, federal bank regulatory authorities have additional discretion
to require a bank holding company to divest itself of any bank or nonbank
subsidiary if the agency determines that divestiture may aid the depository
institution's financial condition.

         South Carolina State Regulation. As a 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. 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.

Rock Hill Bank & Trust

         The bank operates as a South Carolina state chartered bank and is
subject to examination by the South Carolina Board of Financial Institutions.
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 South Carolina Board of Financial Institutions and the FDIC
regulate or monitor virtually all areas of the bank's operations, including:


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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 South Carolina Board of Financial Institutions 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 FDIC requires 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;
o    credit underwriting;
o    interest rate risk exposure; and
o    asset quality.

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

         Dividends. The bank is subject to regulatory restrictions on the
payment of dividends, including a prohibition of payment of dividends from its
capital. All dividends must be paid out of the undivided profits then on hand,
after deducting expenses, including losses and bad debts. The bank is authorized
to pay cash dividends up to 100% of net income in any calendar year without
obtaining the prior approval of the South Carolina Board of Financial
Institutions provided that the bank received a composite rating of one or two at
the last federal or state regulatory examination. The bank must obtain approval
from the South Carolina Board of Financial Institutions prior to the payment of
any other cash dividends. In addition, under the FDIC Improvement Act, the bank
may not pay a dividend if, after paying the dividend, the bank would be
undercapitalized. See "Capital Regulations" below.

         Branching. Under current South Carolina law, we may open bank branch
offices throughout South Carolina with the prior approval of the South Carolina
Board of Financial Institutions. In addition, with prior regulatory approval,
the bank may acquire existing banking operations in South Carolina. Furthermore,
federal legislation has recently been passed which permits interstate branching.
The new law permits out-of-state acquisitions by bank holding companies,
interstate branching by banks if allowed by state law, interstate merging by
banks, and de novo branching by banks if allowed by state law.

         Community Reinvestment Act. The Community Reinvestment Act requires
that, in connection with examinations of financial institutions within their
respective jurisdictions, a financial institution's primary federal regulator
(this is the FDIC for our bank) 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:


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<PAGE>


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

The deposit operations of the bank also are subject to:

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

         Capital Regulations. The federal bank regulatory authorities have
adopted risk-based capital guidelines for banks and bank holding companies that
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding companies and account
for off-balance sheet items. The guidelines are minimums, and the federal
regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their
capital ratios and should maintain ratios in excess of the minimums. We have not
received any notice indicating that either 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.


                                       9
<PAGE>


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

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

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

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
dividends. Our capital levels currently are adequate; however, rapid growth,
poor loan portfolio performance, poor earnings performance, or a combination of
these factors could change our capital position in a relatively short period of
time.

         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.



                                       10
<PAGE>

         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
operatingresults 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.

Employees

         As of March 1, 2002, we had 48 full-time employees.

Item 2.    Description of Property

         The Bank's Main Office is located in an 11,000 square foot facility at
315 East Main Street in the city of Rock Hill, South Carolina. On January 7,
1999, the Bank opened its second office at 1746 Ebenezer Road in Rock Hill near
the intersection of Ebenezer and Herlong roads. This office is located in a
2,700 square foot facility and is located approximately 2.9 miles north west of
the Main Office. The Bank opened a third office in September 1999 in the Fort
Mill/ Tega Cay area on Highway 160. The address is 100 Stone Village Drive, Fort
Mill, South Carolina. The Bank occupies approximately 4,000 square feet on the
first floor of the two-story facility. Rock Hill Bank & Trust maintains drive-up
automated teller machines at each office.

         On December 21, 2001, the Company opened its Corporate Center at 249
East Main Street, next door to its Main Office. The 12,888 square foot facility
includes corporate offices and the mortgage loan division along with several
departments including compliance, human resources, operations, and branch
operations & support.

         All of our properties are leased except for the Ebenezer office, for
which we lease the land only.


                                       11
<PAGE>


Item 3.    Legal Proceedings.

ROCK HILL BANK & TRUST VS. ROBERT M. YOFFIE, DONALD E. HUGHES, HUGHES
CORPORATION U.S.A., HUGHES CORPORATION (BAHAMAS), INC., DOUGLAS J. SMITH, WCH
EXECUTIVE HOLDINGS, INC., AND E. DAWSON ROBERTS, [UNITED STATES DISTRICT COURT,
DISTRICT OF SOUTH CAROLINA, ROCK HILL DIVISION, CIVIL ACTION FILE NO.
0-01-447-17]

         This lawsuit was filed on or about February 14, 2001, with RHBT
originally named as a defendant. The original plaintiffs, who were former RHBT
customers, claimed $9.5 million, plus related damages, as a result of their
funds being released from the Bank's trust department by its former trust
officer, Robert Yoffie. The plaintiffs generally asserted they entered into an
investment program with persons unrelated to the Bank, and that they deposited
their funds in the Bank with the understanding that the funds would not be
released. The Bank answered the complaint, denying any and all liability, and
asserting counterclaims against the plaintiffs and the principals of the
plaintiff entities. The Bank also asserted a cross-claim against Mr. Yoffie,
stating that to the extent, if any, the plaintiffs might be permitted to recover
from the Bank, the Bank would be entitled indemnification from Mr. Yoffie.
Finally, the Bank brought into the lawsuit as third-party defendants the
individuals and entities who conducted the investment programs at issue.

         The Bank and the plaintiffs reached a compromise settlement, which
originally called for the Bank to pay the plaintiffs $7.6 million. Ultimately,
the settlement figure was reduced to $7.2 million, based on further negotiations
and early payment of required installments. After reaching settlement with the
plaintiffs, the Bank also settled claims against its insurers, which resulted in
the payments to the Bank totaling $7.2 million.

         The Bank's out of pocket expenses, including attorneys fees and costs,
total approximately $600,000. RHBT requested and was granted the right to be
realigned as the plaintiff in this lawsuit. As such, the Bank is pursuing claims
against Mr. Yoffie and numerous other individuals and entities who conducted the
investment program at issue. We expect this litigation to continue through much
of 2002.

PREMIER PRODUCTIONS VS. ROCK HILL BANK & TRUST, [SOUTH CAROLINA COURT OF COMMON
PLEAS, YORK COUNTY, CIVIL ACTION FILE NO. CP46436]

         On March 1, 2001, RHBT was sued by Premier Productions, a former agency
account holder, which deposited $1,000,000 in the Bank's trust department.
Premier placed these funds in an agency account in connection with a high yield
investment program managed by a third party known as Dipresa Management.
According to the complaint, Dipresa promised to pay Premier $50,000 in the event
certain investment returns were not realized. While Premier concedes it received
full return of its deposit, it contends that promised "profits" on its
investment were not realized, and therefore that it is entitled to recover the
$50,000 allegedly guaranteed by Dipresa, plus related damages. Premier is
pursuing legal theories that the investment offering violated the state
securities act, and gave rise to claims for actual and constructive fraud,
breach of fiduciary duty, breach of contract, unfair trade practices, negligence
and promissory estoppel. The Bank was not a party to the placement agreement or
any other documents soliciting any investment by Premier. The Bank believes that
the allegations are contrary to the agency agreement with the Bank executed by
Premier. The Bank has filed an answer and denied all liability, and has asserted
against Mr. Yoffie a claim for indemnity. The case is in the discovery and
motions phase at this time, and the Bank intends to vigorously defend the
action. Although the outcome of any legal proceedings cannot be predicted with
certainty, the ultimate liability of the Bank in connection with this case
should not have a material adverse effect on the Company's financial position.

BLUE CITY, S.A.L. VS. ROCK HILL BANK & TRUST, GOLD STAR FINANCIAL SERVICES,
LTD., AND WALKILL INTERNATIONAL, LTD., [SOUTH CAROLINA COURT OF COMMON PLEAS,
YORK COUNTY, CIVIL ACTION FILE NO. CP461522]

         This case was filed against the Bank on July 13, 2001. The plaintiff in
this case, Blue City, entered into an agreement with a company named Gold Star
to find financing for a $30 million housing project. The plaintiff deposited
$300,000 in an escrow account in the Bank's trust department. The funds were to
be used by Gold Star


                                       12
<PAGE>

as expenses incurred in locating a source for the housing project loan. Blue
City asserts the money was improperly disbursed in violation of the Bank's
alleged fiduciary duty to Blue City. Blue City contends that this allegedly
improper disbursement caused it to lose $80,000, as well as other financing
opportunities valued by the plaintiff at approximately $1 million. Blue City is
pursuing three legal theories: breach of contract, breach of fiduciary duty, and
fraud. The Bank was not a party to the agreement between Blue City and Goldstar.
The Bank has filed an answer and denied all liability. The Bank also has
asserted third-party claims against its former trust officer, Robert Yoffie, and
against Gold Star Financial's principal, David Dunbar. The case is in the
discovery and motions phase at this time, and the Bank intends to vigorously
defend the action. Although the outcome of any legal proceedings cannot be
predicted with certainty, the ultimate liability of the Bank in connection with
this case should not have a material adverse effect on the Bank's financial
position or results of operations.

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 46 of the
company's Annual Report to Shareholders for the year ended December 31, 2001 is
incorporated herein by reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation

         In response to this Item, the information contained on pages 3 through
20 of the company's Annual Report to Shareholders for the year ended December
31, 2001 is incorporated herein by reference.

Item 7.  Financial Statements

         In response to this Item, the information contained on pages 21 through
45 of the company's Annual Report to Shareholders for the year ended December
31, 2001 is incorporated herein by reference.

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

         None.

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

         In response to this Item, the information contained on page 11 of the
company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 18, 2002 is incorporated herein by reference.

Item 10.  Executive Compensation

         In response to this Item, the information contained on pages 6 through
7 of the company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 18, 2002 is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         In response to this Item, the information contained on page 8 of the
company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 18, 2002 is incorporated herein by reference.


                                       13
<PAGE>


Item 12.  Certain Relationships and Related Transactions

         In response to this Item, the information contained on pages 10 through
11 of the company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 18, 2002 is incorporated herein by reference.

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

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

        13.1. Annual Report of Shareholders for the year ended December 31, 2001

        21.1  Subsidiaries of the Company

(b)     Reports on Form 8-K

        The following exhibits were filed on Form 8-K during the quarter ended
        December 31, 2001.

        Form 8-K filed on December 19, 2001 announced settlement of a lawsuit
        and contained a press release that was attached as Exhibit 99.1.


                                       14

<PAGE>


                                   SIGNATURES

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

                                              RHBT FINANCIAL CORPORATION


Date:   March 21, 2002                  By:      /s/ Herman E. Honeycutt
       -----------------------                ------------------------------
                                              Herman E. Honeycutt
                                              Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herman E. Honeycutt, 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.
<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                              <C>                                   <C>
/s/ Edwin L. Barnes
-----------------------------------------------------
Edwin L. Barnes                                      Director                           03/21/02

/s/ William C. Beaty, Jr.
-----------------------------------------------------
William C. Beaty, Jr.                                Director                           03/21/02

/s/ Claude W. Burns, III
-----------------------------------------------------
Claude W. Burns, III                                 Director                           03/21/02

/s/ Herman E. Honeycutt
-----------------------------------------------------
Herman E. Honeycutt                                  Chief Executive                    03/21/02
Officer and Director

/s/ Jean M. Gaillard
-----------------------------------------------------
Jean M. Gaillard                                     Director                           03/21/02


/s/ Hugh L. Harrelson, Sr.
-----------------------------------------------------
Hugh L. Harrelson, Sr.                               Director                           03/21/02


/s/ C. Robert Herron
---------------------------------------------------- Chief Operating Officer            03/21/02
C. Robert Herron                                     and President


                                       15
<PAGE>


/s/ Jerry H. Padgett
-----------------------------------------------------
Jerry H. Padgett                                     Director and                       03/21/02
                                                     Vice Chairman


/s/ Richard S. Powell
-----------------------------------------------------
Richard S. Powell                                    Director                           03/21/02


/s/ Elvin F. Walker
-----------------------------------------------------
Elvin F. Walker                                      Director and                       03/21/02
                                                     Chairman


/s/ Patricia M. Stone
---------------------------------------------------  Chief Financial                    03/21/02
Patricia M. Stone                                    Officer, Senior Vice
                                                     President, Secretary,
                                                     and Principal
                                                     Accounting Officer

</TABLE>


                                       16

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

13.1.    Annual Report of Shareholders for the year ended December 31, 2001

21.1     Subsidiaries of the Company