<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            For the quarterly period ended SEPTEMBER 30, 2004

[  ]  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: 000-50265

                                GBC Bancorp, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Georgia                                               58-2265327
-------------------------------                              -------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                               Identification No.)

                  165 NASH STREET, LAWRENCEVILLE, GEORGIA 30045
                  ----------------------------------------------
                    (Address of principal executive offices)

                                  (770)995-0000
                          ---------------------------
                          (Issuer's telephone number)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Yes   [ X ]  No [  ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 12, 2004: [1,726,608]; $1 par value

Transitional Small Business Disclosure Format    Yes  [  ]   No [ X ]

<PAGE>

                        GBC BANCORP, INC. AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
PART I.     FINANCIAL INFORMATION

            ITEM 1.  FINANCIAL STATEMENTS

               CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2004.............................   3

               CONSOLIDATED STATEMENTS OF OPERATIONS AND
                 COMPREHENSIVE INCOME - THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                 AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003.........................   4

               CONSOLIDATED STATEMENTS OF CASH FLOWS - NINE
                 MONTHS ENDED SEPTEMBER 30, 2004 AND 2003..................................   5

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................   6

            ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS...........   9

            ITEM 3.  CONTROLS AND PROCEDURES...............................................  17

PART II.    OTHER INFORMATION

            ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K......................................  18

            SIGNATURES.....................................................................  19
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM I -  FINANCIAL STATEMENTS

                        GBC BANCORP, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                              <C>
                                 ASSETS

Cash and due from banks                                          $ 10,860,010
Federal funds sold                                                 10,066,000
Securities available-for-sale, at fair value                       29,595,774

Loans                                                             245,459,547
Less allowance for loan losses                                      3,485,355
                                                                 ------------
          Loans, net                                              241,974,192

Premises and equipment                                                413,785
Other assets                                                       10,040,392
                                                                 ------------

          TOTAL ASSETS                                           $302,950,153
                                                                 ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS
    Noninterest-bearing                                          $ 23,724,808
    Interest-bearing                                              249,103,543
                                                                 ------------
          TOTAL DEPOSITS                                          272,828,351
Securities sold under repurchase agreements                           879,585
Other liabilities                                                   3,576,520
                                                                 ------------
          TOTAL LIABILITIES                                       277,284,456
                                                                 ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Common stock, par value $1; 3,000,000 shares authorized;
      1,726,608 shares issued and outstanding                       1,726,608
    Capital surplus                                                18,214,005
    Retained earnings                                               5,582,762
    Accumulated other comprehensive income                            142,322
                                                                 ------------
          TOTAL STOCKHOLDERS' EQUITY                               25,665,697
                                                                 ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $302,950,153
                                                                 ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       -3-
<PAGE>

                        GBC BANCORP, INC. AND SUBSIDIARY

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
                                                            SEPTEMBER 30,                    SEPTEMBER 30,
                                                    ---------------------------      ---------------------------
                                                        2004            2003            2004            2003
                                                    -----------     -----------      -----------     -----------
<S>                                                 <C>             <C>              <C>             <C>
INTEREST INCOME
    Loans                                           $ 4,008,811     $ 3,092,463      $11,169,797     $ 8,998,450
    Taxable securities                                  266,093         116,857          661,113         426,115
    Nontaxable securities                                48,569          37,382          145,920          90,848
    Federal funds sold                                   31,375          18,231           61,967          59,902
                                                    -----------     -----------      -----------     -----------
              TOTAL INTEREST INCOME                   4,354,848       3,264,933       12,038,797       9,575,315
                                                    -----------     -----------      -----------     -----------
INTEREST EXPENSE
    Deposits                                          1,466,731       1,184,018        3,988,752       3,606,351
    Repurchase agreements                                 3,351           2,207            6,351           9,163
                                                    -----------     -----------      -----------     -----------
              TOTAL INTEREST EXPENSE                  1,470,082       1,186,225        3,995,103       3,615,514
                                                    -----------     -----------      -----------     -----------

              NET INTEREST INCOME                     2,884,766       2,078,708        8,043,694       5,959,801
PROVISION FOR LOAN LOSSES                                30,450         244,786          496,462         767,715
                                                    -----------     -----------      -----------     -----------
              NET INTEREST INCOME AFTER
                PROVISION FOR LOAN LOSSES             2,854,316       1,833,922        7,547,232       5,192,086
                                                    -----------     -----------      -----------     -----------
OTHER INCOME
    Service charges on deposit accounts                 112,561          60,499          295,220         146,922
    Other operating income                              267,302         446,922          812,817       1,069,865
                                                    -----------     -----------      -----------     -----------
              TOTAL OTHER INCOME                        379,863         507,421        1,108,037       1,216,787
                                                    -----------     -----------      -----------     -----------
OTHER EXPENSES
    Salaries and employee benefits                    1,246,128         846,412        3,493,012       2,540,939
    Equipment and occupancy expenses                    167,454         232,423          620,963         677,800
    Other operating expenses                            420,729         331,265        1,243,163       1,022,952
                                                    -----------     -----------      -----------     -----------
              TOTAL OTHER EXPENSES                    1,834,311       1,410,100        5,357,138       4,241,691
                                                    -----------     -----------      -----------     -----------

              NET INCOME BEFORE INCOME TAXES          1,399,868         931,243        3,298,131       2,167,182

INCOME TAX EXPENSE                                      492,000         304,000        1,140,000         707,000
                                                    -----------     -----------      -----------     -----------

              NET INCOME                                907,868         627,243        2,158,131       1,460,182
                                                    -----------     -----------      -----------     -----------
OTHER COMPREHENSIVE INCOME (LOSS) :
    Unrealized gains( losses) on securities
      available-for-sale arising during period,
        net of tax                                      470,761        (186,420)          45,287        (174,758)
                                                    -----------     -----------      -----------     -----------

              COMPREHENSIVE INCOME                  $ 1,378,629     $   440,823      $ 2,203,418     $ 1,285,424
                                                    ===========     ===========      ===========     ===========

BASIC EARNINGS PER SHARE                            $      0.53     $      0.37      $      1.26     $      0.85
                                                    ===========     ===========      ===========     ===========

DILUTED EARNINGS PER SHARE                          $      0.50     $      0.35      $      1.20     $      0.81
                                                    ===========     ===========      ===========     ===========

CASH DIVIDENDS PER SHARE                            $         -     $         -      $         -     $         -
                                                    ===========     ===========      ===========     ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       -4-
<PAGE>

                        GBC BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        2004              2003
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
OPERATING ACTIVITIES
    Net income                                                      $  2,158,131      $  1,460,182
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation                                                     148,266           197,704
        Provision for loan losses                                        496,462           767,715
        Decrease (Increase) in interest receivable                      (312,724)           40,089
        Increase (Decrease) in interest payable                           31,559          (118,205)
        Increase ( Decrease) in taxes payable                          1,046,292          (413,307)
        Net other operating activities                                  (727,759)           (9,999)
                                                                    ------------      ------------

              Net cash provided by operating activities                2,840,227         1,924,179
                                                                    ------------      ------------
INVESTING ACTIVITIES
    Purchases of securities available-for-sale                       (13,100,658)       (8,135,000)
    Proceeds from maturities of securities available-for-sale          6,079,151         9,275,618
    Net increase in federal funds sold                                (8,530,000)       (1,801,000)
    Net increase in loans                                            (30,362,707)      (35,915,331)
    Purchase of life insurance                                          (822,372)       (1,458,000)
    Purchase of premises and equipment                                   (66,434)         (106,484)
                                                                    ------------      ------------

          Net cash used in investing activities                      (46,803,020)      (38,140,197)
                                                                    ------------      ------------
FINANCING ACTIVITIES
    Net increase in deposits                                          50,777,310        39,599,205
    Net increase in securities sold under repurchase agreements          526,786            25,612
    Net proceeds from exercise of stock options                          145,200            15,350
                                                                    ------------      ------------

          Net cash provided by financing activities                   51,449,296        39,640,167
                                                                    ------------      ------------

Net increase in cash and due from banks                                7,486,503         3,424,149

Cash and due from banks at beginning of period                         3,373,507         3,360,345
                                                                    ------------      ------------

Cash and due from banks at end of period                            $ 10,860,010      $  6,784,494
                                                                    ============      ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

           Cash paid during the period for :

                Interest                                            $  3,963,544      $  3,733,719

                Income taxes                                        $  1,597,208      $    773,073
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      -5-
<PAGE>

                        GBC BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

      The consolidated financial information for GBC Bancorp, Inc. (the
      "Company") included herein is unaudited; however, such information
      reflects all adjustments (consisting solely of normal recurring
      adjustments) which are, in the opinion of management, necessary for a fair
      statement of results for the interim period.

      The results of operations for the three and nine month periods ended
      September 30, 2004 are not necessarily indicative of the results to be
      expected for the full year.

NOTE 2. STOCK COMPENSATION PLAN

      At September 30, 2004, the Company had a stock-based employee compensation
      plan. The Company accounts for this plan under the recognition and
      measurement principles of APB Opinion No. 25, Accounting for Stock Issued
      to Employees, and related Interpretations. No stock-based employee
      compensation cost is reflected in net income, as all options granted under
      this plan had an exercise price equal to the market value of the
      underlying stock on the date of grant. The following table illustrates the
      effect on net income and earnings per share if the Company had applied the
      fair value recognition provisions of SFAS Statement No. 123, Accounting
      for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                  --------------------------
                                                      2004          2003
                                                  -----------    -----------
<S>                                               <C>            <C>
Net income, as reported                           $   907,868    $   627,243
Deduct: Total stock-based employee compensation
      expense determined under fair value based
      method for all awards                           (44,560)             0
                                                  -----------    -----------
Pro forma net income                              $   863,308    $   627,243
                                                  ===========    ===========
Earnings per share:
   Basic - as reported                            $       .53    $       .37
                                                  ===========    ===========
   Basic - pro forma                              $       .50    $       .37
                                                  ===========    ===========
   Diluted - as reported                          $       .50    $       .35
                                                  ===========    ===========
   Diluted - pro forma                            $       .47    $       .35
                                                  ===========    ===========
</TABLE>

                                      -6-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 2. STOCK COMPENSATION PLAN (CONTINUED)

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                  ------------------------------
                                                      2004             2003
                                                  -------------    -------------
<S>                                               <C>              <C>
Net income, as reported                           $   2,158,131    $   1,460,182
Deduct: Total stock-based employee compensation
      expense determined under fair value based
      method for all awards                            (389,457)        (314,337)
                                                  -------------    -------------
Pro forma net income                              $   1,768,674    $   1,145,845
                                                  =============    =============
Earnings per share:
   Basic - as reported                            $        1.26    $         .85
                                                  =============    =============
   Basic - pro forma                              $        1.03    $         .67
                                                  =============    =============
   Diluted - as reported                          $        1.20    $         .81
                                                  =============    =============
   Diluted - pro forma                            $         .98    $         .63
                                                  =============    =============
</TABLE>

NOTE 3. EARNINGS PER SHARE

      Presented below is a summary of the components used to calculate basic and
      diluted earnings per common share.

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                       SEPTEMBER 30,
                                                   -----------------------
                                                      2004         2003
                                                   ----------   ----------
<S>                                                <C>          <C>
Basic Earnings Per Share:
   Weighted average common shares outstanding       1,722,124    1,712,178
                                                   ==========   ==========

   Net income                                      $  907,868   $  627,243
                                                   ==========   ==========

   Basic earnings per share                        $      .53   $      .37
                                                   ==========   ==========
Diluted Earnings Per Share:
   Weighted average common shares outstanding       1,722,124    1,712,178
   Net effect of the assumed exercise of stock
      options based on the treasury stock method
      using average market prices for the year         99,152       63,449
                                                   ----------   ----------
   Total weighted average common shares and
      common stock equivalents outstanding          1,821,276    1,775,626
                                                   ==========   ==========

   Net income                                      $  907,868   $  627,243
                                                   ==========   ==========

   Diluted earnings per share                      $      .50   $      .35
                                                   ==========   ==========
</TABLE>

                                      -7-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3. EARNINGS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                      NINE MONTHS ENDED
                                                        SEPTEMBER 30,
                                                   -----------------------
                                                      2004         2003
                                                   ----------   ----------
<S>                                                <C>          <C>
Basic Earnings Per Share:
   Weighted average common shares outstanding       1,718,222    1,771,452
                                                   ==========   ==========

   Net income                                      $2,158,131   $1,460,182
                                                   ==========   ==========

   Basic earnings per share                        $     1.26   $      .85
                                                   ==========   ==========
Diluted Earnings Per Share:
   Weighted average common shares outstanding       1,718,222    1,711,452
   Net effect of the assumed exercise of stock
      options based on the treasury stock method
      using average market prices for the year         87,141       94,575
                                                   ----------   ----------
   Total weighted average common shares and
      common stock equivalents outstanding          1,805,363    1,806,027
                                                   ==========   ==========

   Net income                                      $2,158,131   $1,460,182
                                                   ==========   ==========

   Diluted earnings per share                      $     1.20   $      .81
                                                   ==========   ==========
</TABLE>

NOTE 4. CURRENT ACCOUNTING DEVELOPMENTS

      There are no recent accounting pronouncements that have had, or are
      expected to have, a material effect on the Company's financial statements.

                                      -8-
<PAGE>

                        GBC BANCORP, INC. AND SUBSIDIARY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the financial position and operating results of GBC
Bancorp, Inc. and its bank subsidiary, Gwinnett Banking Company, during the
periods included in the accompanying consolidated financial statements. The
purpose of this discussion is to focus on information about our financial
condition and results of operations that are not otherwise apparent from our
unaudited consolidated financial statements as of and for the three months and
nine months ended September 30, 2004. Reference should be made to those
financial statements for an understanding of the following discussion and
analysis.

FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral forward-looking statements,
including statements contained in our filings with the Securities and Exchange
Commission and reports to stockholders. Statements made, other than those
concerning historical information, should be considered forward-looking and
subject to various risks and uncertainties. Such forward-looking statements are
made based upon management's belief as well as assumptions made by, and
information currently available to, management pursuant to "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Our actual
results may differ materially from the results anticipated in forward-looking
statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, interest rate risk management, the effects of competition in
the banking business from other commercial banks, thrifts, mortgage banking
firms, consumer finance companies, credit unions, securities brokerage firms,
insurance companies, money market funds and other financial institutions
operating in our market area and elsewhere, including institutions operating
through the Internet, changes in governmental regulation relating to the banking
industry, including regulations relating to branching and acquisitions, failure
of assumptions underlying the establishment of allowance for loan losses,
including the value of collateral underlying delinquent loans and other factors.
We caution that such factors are not exclusive. We do not undertake to update
any forward-looking statements that may be made from time to time by, or on our
behalf.

OVERVIEW

Our results for the third quarter of 2004 were highlighted by continued
increased profitability to approximately $908,000, compared to approximately
$627,000 for the third quarter of 2003, along with continued quality growth of
over $22 million in total assets during the quarter.

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies which govern the application of
accounting principles generally accepted in the United States in the preparation
of our financial statements. Our significant accounting policies are described
in the footnotes to the consolidated financial statements at December 31, 2003,
as filed in our annual report on Form 10-KSB.

                                      -9-
<PAGE>

Certain accounting policies involve significant judgments and assumptions by us
which have a material impact on the carrying value of certain assets and
liabilities. We consider these accounting policies to be critical accounting
policies. The judgments and assumptions we use are based on historical
experience and other factors, which we believe to be reasonable under the
circumstances. Because of the nature of the judgments and assumptions we make,
actual results could differ from these judgments and estimates which could have
a material impact on our carrying values of assets and liabilities and our
results of operations.

We believe the allowance for loan losses is a critical accounting policy that
requires the most significant judgments and estimates used in preparation of our
consolidated financial statements. Please see the portion of this discussion
that addresses our allowance for loan losses for a description of our processes
and methodology for determining our allowance for loan losses.

LIQUIDITY AND CAPITAL RESOURCES

The purpose of liquidity management is to ensure that there are sufficient cash
flows to satisfy demands for credit, deposit withdrawals, and our other needs.
Traditional sources of liquidity include asset maturities and growth in core
deposits. A company may achieve its desired liquidity objectives from the
management of assets and liabilities and through funds provided by operations.
Funds invested in short-term marketable instruments and the continuous maturing
of other earning assets are sources of liquidity from the asset perspective. The
liability base provides sources of liquidity through deposit growth, the
maturity structure of liabilities, and accessibility to market sources of funds.

Scheduled loan payments are a relatively stable source of funds, but loan
payoffs and deposit flows fluctuate significantly, being influenced by interest
rates and general economic conditions and competition. We attempt to price
deposits to meet asset/liability objectives consistent with local market
conditions.

Our liquidity is monitored on a periodic basis by management and State and
Federal regulatory authorities. We monitor our liquidity requirements under two
categories, operational needs and emergency needs. The operational needs
category establishes the cash requirements to sufficiently fund our deposit
reserve requirements and pay operating expenses. The emergency need category
establishes sufficient cash requirements to fund the volatility of deposits. As
determined under these categories, our liquidity as of September 30, 2004 was
considered satisfactory.

In the future, the primary source of funds available to us will be the payment
of dividends by the Bank. Banking regulations limit the amount of the dividends
that may be paid without prior approval of the Bank's regulatory agency.
Currently, the Bank could pay us a $987,000 dividend without regulatory
approval.

At September 30, 2004, our capital ratios were adequate based on regulatory
minimum capital requirements. The minimum capital requirements and the actual
capital ratios on a consolidated and bank-only basis are as follows:

                                      -10-
<PAGE>

<TABLE>
<CAPTION>


                                   ACTUAL           REGULATORY
                             -------------------      MINIMUM
                             CONSOLIDATED  BANK     REQUIREMENT
                             ------------  -----    -----------
<S>                          <C>           <C>      <C>
Leverage capital ratios         8.89%       8.70%       5.00%
Risk-based capital ratios:
   Core capital                 9.72        9.51        6.00
   Total capital               10.97       10.76       10.00
</TABLE>

These ratios may decline as asset growth continues, but are expected to exceed
regulatory minimum requirements. We believe that anticipated future earnings
will assist in keeping these ratios at satisfactory levels.

OFF-BALANCE SHEET ARRANGEMENTS

We are a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of our customers. These
financial instruments include commitments to extend credit and standby letters
of credit. Such commitments involve, to varying degrees, elements of credit risk
and interest rate risk in excess of the amount recognized in the balance sheets.

Our exposure to credit loss in the event of nonperformance by the other party to
the financial instrument for commitments to extend credit and standby letters of
credit is represented by the contractual amount of those instruments. We use the
same credit policies in making commitments and conditional obligations as we do
for on-balance sheet instruments. A summary of our commitments is as follows:

<TABLE>
<CAPTION>
                               SEPTEMBER 30,
                                   2004
                               ------------
<S>                            <C>
Commitments to extend credit   $ 98,437,340
Letters of credit                 4,123,123
                               ------------
                               $102,560,463
                               ============
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Since many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
amount of collateral obtained, if deemed necessary by us upon extension of
credit, is based on our credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by us to guarantee
the performance of a customer to a third party. Those letters of credit are
primarily issued to support public and private borrowing arrangements. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loans to customers. Collateral is required in
instances which we deem necessary.

                                      -11-
<PAGE>

RELATED PARTY TRANSACTIONS

We lease our main office banking facilities under a noncancelable operating
lease agreement from GBC Properties, LLC, a limited liability company formed by
our organizers. The lease term is for 15 years with the monthly rental payment
adjusting every fifth year for changes in the Consumer Price Index. The lease
agreement requires us to pay normal operating and occupancy expenses of the
facilities.

FINANCIAL CONDITION

Following is a summary of our balance sheets for the periods indicated:

<TABLE>
<CAPTION>
                                             SEPTEMBER 30,  DECEMBER 31,
                                                 2004          2003
                                             -------------  ------------
                                               (DOLLARS IN THOUSANDS)
                                             ---------------------------
<S>                                          <C>             <C>
Cash and due from banks                       $ 10,860       $  3,374
Federal funds sold                              10,066          1,536
Securities                                      29,596         22,501
Loans, net                                     241,974        212,108
Premises and equipment                             414            496
Other assets                                    10,040          7,442
                                              --------       --------
                                              $302,950       $247,457
                                              ========       ========

Deposits                                      $272,828       $222,051
Securities sold under repurchase agreements        880            353

Other liabilities                                3,576          1,735
Stockholders' equity                            25,666         23,318
                                              --------       --------
                                              $302,950       $247,457
                                              ========       ========
</TABLE>


Our total assets increased by 22.43% for the first nine months of 2004. Deposit
growth of approximately $50,777,000 was invested primarily in the interest
earning categories of loans and federal funds sold. Our loan to deposit ratio
has decreased to 88.69% at September 30, 2004 from 95.52% at December 31, 2003.
Our total equity increased by year-to-date net income of approximately
$2,158,000, proceeds from the exercise of stock options of approximately
$145,000, and the increase in unrealized gains on securities available-for-sale,
net of tax, of approximately $45,000.

Our securities portfolio, consisting of U.S. Agency, State, County and
Municipals, and mortgage-backed securities, amounted to approximately
$29,596,000 at September 30, 2004. Unrealized gains on securities amounted to
approximately $230,000 at September 30, 2004, as compared to an unrealized gain
of approximately $156,000 at December 31, 2003. Management has not specifically
identified any securities for sale in future periods that, if so designated,
would require a charge to operations if the market value would not be reasonably
expected to recover prior to the time of sale.

We have 78% of our loan portfolio collateralized by real estate located in our
primary market area of Gwinnett County, Georgia and surrounding counties. Our
real estate construction portfolio consists of loans collateralized by

                                      -12-
<PAGE>

loans to build one-to-four-family residential properties. We generally require
that loans collateralized by real estate not exceed 80%-85% of the collateral
value.

The remaining 22% of the loan portfolio consists of commercial, consumer, and
other loans. We require collateral commensurate with the repayment ability and
creditworthiness of the borrower.

The specific economic and credit risks associated with our loan portfolio,
especially the real estate portfolio, include, but are not limited to, a general
downturn in the economy which could affect unemployment rates in our market
area, general real estate market deterioration, interest rate fluctuations,
deteriorated or non-existing collateral, title defects, inaccurate appraisals,
financial deterioration of borrowers, fraud, and any violation of banking
protection laws. Construction lending can also present other specific risks to
the lender such as whether the builders can obtain financing for the
construction, whether the builders can sell the home to a buyer, and whether the
buyer can obtain permanent financing. Currently, real estate values and
employment trends in our market area are stable with no indications of a
significant downturn in the local economy.

We attempt to reduce these economic and credit risks not only by adhering to
loan to value guidelines, but also by investigating the creditworthiness of the
borrower and monitoring the borrower's financial position. Also, we establish
and periodically review our lending policies and procedures as well as having
independent loan review. State banking regulations limit exposure by prohibiting
secured loan relationships that exceed 25% of the Bank's statutory capital and
unsecured loan relationships that exceed 15% of the Bank's statutory capital.

                                      -13-
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

Following is a summary of our operations for the periods indicated:

<TABLE>
<CAPTION>
                               THREE MONTHS ENDED
                                  SEPTEMBER 30,
                             ----------------------
                               2004          2003
                             --------     ---------
                             (DOLLARS IN THOUSANDS)
                             ----------------------
<S>                          <C>          <C>
Interest income               $ 4,355     $ 3,265
Interest expense                1,470       1,186
                              -------     -------
Net interest income             2,885       2,079
Provision for loan losses          30         245
Other income                      379         507
Other expense                   1,834       1,410
                              -------     -------
Pretax income                   1,400         931
Income tax                        492         304
                              -------     -------
Net income                    $   908     $   627
                              =======     =======
</TABLE>

<TABLE>
<CAPTION>
                               NINE MONTHS ENDED
                                  SEPTEMBER 30,
                             ----------------------
                               2004         2003
                             --------     ---------
                             (DOLLARS IN THOUSANDS)
                             ----------------------
<S>                          <C>          <C>
Interest income               $12,038     $ 9,575
Interest expense                3,995       3,615
                              -------     -------
Net interest income             8,043       5,960
Provision for loan losses         496         768
Other income                    1,108       1,217
Other expense                   5,357       4,242
                              -------     -------
Pretax income                   3,298       2,167
Income tax                      1,140         707
                              -------     -------
Net income                    $ 2,158     $ 1,460
                              =======     =======
</TABLE>

Our net interest income increased by approximately $806,000 and approximately
$2,083,000 for the third quarter and first nine months of 2004, respectively, as
compared to the same periods in 2003. Our net interest margin increased to 4.07%
during the first nine months of 2004 as compared to 3.87% for the first nine
months of 2003 and 3.83% for the entire year of 2003. The increase in net
interest income is due primarily to the increased volume of average loans, the
increase in prime interest rate and related loan fees. The increase in the net
interest margin is due to the increase in the prime interest rate along with the
decrease in cost of funds. Our cost of funds decreased to 2.18% in the first
nine months of 2004 as compared to 2.54% in the first nine months of 2003.

                                      -14-
<PAGE>

The provision for loan losses decreased by approximately $215,000 and
approximately $272,000 for the third quarter and first nine months of 2004,
respectively, as compared to the same periods in 2003. The amounts provided are
due primarily to overall loan growth, as well as our assessment of the inherent
risk in the loan portfolio. Based upon our evaluation of the loan portfolio, we
believe the allowance for loan losses to be adequate to absorb losses on
existing loans that may become uncollectable. Our evaluation considers
significant factors relative to the credit risk and loss exposure in the loan
portfolio, including past due and classified loans, past experience, underlying
collateral values, and current economic conditions that may affect the
borrower's ability to repay. The allowance for loan losses is evaluated by
segmenting the loan portfolio into unclassified and classified loans. The
unclassified loans are further segmented by loan type with an allowance
percentage applied to each type in order to establish a general allowance for
loan losses. The allowance percentage determined is based upon our experience
specifically and the historical experience of the banking industry generally.
Due to improvements in the economic environment, the historical experience of
low losses and the maturing of the loan portfolio, management may decrease the
general allowances for loan losses in the future. The classified loans,
including impaired loans, are analyzed individually in order to establish a
specific allowance for losses. The allowance for loan losses as a percentage of
total loans was 1.42% at September 30, 2004 as compared to 1.41% at December 31,
2003.

Information with respect to nonaccrual, past due and restructured loans is as
follows:

<TABLE>
<CAPTION>
                                                                             SEPTEMBER 30,
                                                                         ----------------------
                                                                           2004         2003
                                                                         --------     ---------
                                                                         (DOLLARS IN THOUSANDS)
                                                                         ----------------------
<S>                                                                      <C>          <C>
Nonaccrual loans                                                           $2,114     $  300
Loans contractually past due ninety days or more as to interest
   or principal payments and still accruing                                     0         12
Restructured loans                                                            304          0
Potential problem loans                                                     4,434      3,599
Interest income that would have been recorded on nonaccrual
   and restructured loans under original terms                                 44          7
Interest income that was recorded on nonaccrual and restructured loans          6          0
</TABLE>

Potential problem loans are defined as loans about which we have serious doubts
as to the ability of the borrower to comply with the present loan repayment
terms and which may cause the loan to be placed on nonaccrual status, to become
past due more than ninety days, or to be restructured.

It is our policy to discontinue the accrual of interest income when, in the
opinion of management, collection of interest becomes doubtful. This status is
accorded interest when (1) there is a significant deterioration in the financial
condition of the borrower and full repayment of principal and interest is not
expected and (2) the principal or interest is more than ninety days past due,
unless the loan is both well-secured and in the process of collection.

Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity, or capital resources.
These classified loans do not represent material credits about which management
is aware of any information, which causes management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

                                      -15-
<PAGE>

Information regarding certain loans and allowance for loan loss data is as
follows:

<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED
                                                                      SEPTEMBER 30,
                                                                ----------------------
                                                                  2004          2003
                                                                --------      --------
                                                                (DOLLARS IN THOUSANDS)
                                                                ----------------------
<S>                                                             <C>           <C>
Average amount of loans outstanding                             $227,590      $193,662
                                                                ========      ========

Balance of allowance for loan losses at beginning of period     $  3,029      $  2,174
                                                                --------      --------
Loans charged off
   Commercial and financial                                     $     28      $     24
   Real estate construction                                           24             0
   Installment                                                         0           154
   Other                                                               0             0
                                                                --------      --------
                                                                      52           178
                                                                --------      --------

Loans recovered
   Commercial and financial                                           12             0
   Real estate construction                                            0             0
   Installment                                                         0             0
                                                                --------      --------
                                                                      12             0
                                                                --------      --------

Net charge-offs                                                       40           178
                                                                --------      --------

Additions to allowance charged to
   operating expense during period                                   496           768
                                                                --------      --------

Balance of allowance for loan losses at end of period           $  3,485      $  2,764
                                                                ========      ========
Ratio of net loans charged off during the period to
   average loans outstanding                                         .02%          .09%
                                                                ========      ========
</TABLE>

Other income decreased by approximately $128,000 and approximately $109,000 for
the third quarter and first nine months of 2004, respectively, as compared to
the same periods in 2003. Decreased mortgage origination fees of approximately
$97,000 accounted for the majority of the year-to-date decrease.

Other expenses increased by approximately $424,000 and approximately $1,115,000
for the third quarter and first nine months of 2004, respectively, as compared
to the same periods in 2003. Salaries and employee benefits have increased by
approximately $381,000 and approximately $936,000, respectively, during these
periods due to an increase in the number of full time equivalent employees to 43
as of September 30, 2004 from 37 as of September 30, 2003 and to other annual
salary increases. Equipment and occupancy expenses have remained stable. Other
operating expenses have increased by approximately $69,000 and approximately
$200,000, respectively, during these periods due to our overall growth.

                                      -16-
<PAGE>

We have provided for income taxes at an effective tax rate of 35% for the first
nine months of 2004 as compared to 33% for the first nine months of 2003.

We are not aware of any known trends, events or uncertainties, other than the
effect of events as described above, that will have or that are reasonably
likely to have a material effect on our liquidity, capital resources or
operations. We are also not aware of any current recommendations by the
regulatory authorities, which, if they were implemented, would have such an
effect.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures in accordance
with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based on this evaluation, our Chief Executive and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information that we are
required to disclose in the reports we file under the Exchange Act, within the
time periods specified in the SEC's rules and forms. Our Chief Executive Officer
and Chief Financial Officer also concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
relating to our company required to be included in our periodic SEC filings. In
connection with the new rules, we are in the process of further reviewing and
documenting our disclosure controls and procedures, including our internal
controls and procedures for financial reporting, and may from time to time make
changes designed to enhance their effectiveness and to ensure that our systems
evolve with our business.

There have been no significant changes in our internal control over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                      -17-
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   Exhibits.

            [Were any material agreements entered into during this quarter?]

            31.1  Certification of Chief Executive Officer Pursuant to Rule
                  13a-14(a) under the Securities Exchange Act of 1934, as
                  amended.

            31.2  Certification of Chief Financial Officer Pursuant to Rule
                  13a-14(a) under The Securities Exchange Act of 1934, as
                  amended.

            32    Certification of the Chief Executive Officer and Chief
                  Financial Officer, Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

      (b)   Reports on Form 8-K.

            None.

                                      -18-
<PAGE>

                                   SIGNATURES

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

                               GBC BANCORP, INC.
                                  (Registrant)

DATE: November 12, 2004                    BY: /s/ Larry D. Key
                                               ---------------------------------
                                               Larry D. Key, President and
                                               Chief Executive Officer
                                               (Principal Executive Officer)

DATE: November 12, 2004                    BY: /s/ John Hopkins
                                               ---------------------------------
                                               John Hopkins, Chief Financial
                                               Officer
                                               (Principal Financial and
                                               Accounting Officer)

                                      -19-