U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

(Amendment No. 2)

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002.

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Transition Period from _____________ to ________________.

Commission file number 67387.

McINTOSH BANCSHARES, INC.

(Exact name of small business issuer as specified in its charter)

Georgia	58-1922861
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
210 South Oak Street, Jackson, Georgia	30223
(Address of principal executive offices)	(Zip Code)

(770) 775-8300

(Issuer’s telephone number)

(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   ¨

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes  ¨   No   ¨

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

1,119,409 Shares of common stock outstanding as of March 31, 2002.

Transitional Small Business Disclosure Format

(check one):

Yes  ¨   No   x

MCINTOSH BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the Each of the Six Months Ended June 30, 2002 and 2001

(Unaudited)

	2002			2001
Cash Flows from operating activities:
Net earnings	$	1,347,672		$	1,132,996
Adjustments to reconcile net to net cash provided by operating activities:
Depreciation, accretion and amortization		267,963			243,431
Gain (Loss) on sale and impairment of securities		—			459
Provision for loan losses		140,066			143,699
Provision for deferred income taxes		—			—
Loss on disposal of equipment		—			—
Change in:
Accrued interest receivable and other assets		599,176			119,919
Accrued interest payable and other liabilities		(990,291	)		(16,861	)
Net cash provided by operating activities		1,364,586			1,623,643
Cash flows from investing activities
Proceeds from maturities and paydowns of securities available for sale		3,929,114			13,275,423
Proceeds from maturities and paydowns of securities held to maturity		65,000			—
Proceeds from sales of securities available for sale		—			—
Purchases of securities available for sale		(11,757,627	)		(8,579,404	)
Purchases of other investments		(19,301	)		(19,500	)
Sale of other investments		—			148,000
Net change in loans		(5,068,791	)		(2,353,416	)
Purchases of premises and equipment		(58,150	)		(67,469	)
Net cash used by investing activities		(12,909,755	)		2,403,634
Cash flows from financing activities
Net change in deposits		(3,574,311	)		5,409,423
Change in other borrowed funds		—			(2,000,000	)
Dividends paid		(167,911	)		(134,329	)
Net cash provided by financing activities		(3,742,222	)		3,275,094
Net increase (decrease) in cash and cash equivalents		(15,287,391	)		7,302,371
Cash and cash equivalents at beginning of period		26,651,989			7,933,357
Cash and cash equivalents at end of period	$	11,364,598		$	15,235,728
Supplemental schedule of noncash investing and financing activities
Change in net unrealized gain/loss on investment securities available-for-sale, net of tax		274,048			378,902
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest		3,224,983			4,721,071
Income taxes		830,000			446,000

See accompanying notes to financial statements.

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Part II

Item 1.    Legal Proceedings

The Bank is party to a lawsuit filed by National Union Fire Insurance Co. (National) dated April 16, 2002. National has alleged negligence on the part of the Bank in opening a deposit account and accepting deposits into that account. National is seeking $275,216 in damages. The Bank’s bonding company has advised that the Bank’s policy will respond to the claim. The Bank believes that the suit will ultimately be settled and the liability will have no material impact on future results.

Item 2.    Not applicable

Item 3.    Not applicable

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

(a) Annual meeting of McIntosh Bancshares, Inc. held May 16, 2002.

(b) The following matter was submitted to a vote of security holders:

Election of Class I Directors (Term to expire in 2005) – John L. Carter and William T. Webb

A tabulation of votes concerning the above issue is as follows:

Shares voted in person in favor	647,742
Shares voted by proxy in favor	107,031
Shares voted in person against	0
Shares voted by proxy against	0
Total shares represented	754,773
Total shares outstanding	1,119,409

Item 5.    Not applicable

Item 6.    Exhibits and Reports on Form 8-K

99.1    Certificate Pursuant to 18 U.S.C.A. §1350

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    October 21, 2002 McIntosh Bancshares, Inc. By:                 /s/  WILLIAM K. MALONE     William K. Malone, Chairman and C.E.O.     (Principal Executive Officer)

Date:    October 21, 2002 By:                 /s/  JAMES P. DOYLE     James P. Doyle, Chief Financial Officer,
  Secretary, and Treasurer                               (Principal Accounting Officer)

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Exhibit Index

99.1 Certification Pursuant to 18 U.S.C.A. §1350

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