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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                          ---------------------------

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                          COMMISSION FILE NO. 333-65066

                               FCB FINANCIAL CORP.
                 (Name of Small Business Issuer in Its Charter)

                 GEORGIA                                    58-2606457
          (State of Incorporation)                       (I.R.S. Employer
                                                      Identification Number)

     401 MALL BOULEVARD, SUITE 101B
            SAVANNAH, GEORGIA                                 31406
(Address of Principal Executive Offices)                    (Zip Code)

                                 (912) 303-0209
                (Issuer's Telephone Number, Including Area Code)

                          ---------------------------

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

     TITLE OF EACH CLASS                NAME OF EXCHANGE ON WHICH REGISTERED
            None                                      N/A

       SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: None

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

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the issuer'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. [X]

         The issuer's revenues for its most recent fiscal year were $30,074.

         The aggregate market value of the common stock held by non-affiliates
of the issuer on March 1, 2002 was $9,600,000. As of such date, no organized
trading market existed for the Common Stock of the issuer. The aggregate market
value was computed by reference to the fair market value of the Common Stock of
the issuer based on recent sales of the Common Stock. For the purpose of this
response, directors, officers and holders of 5% or more of the issuer's common
stock are considered the affiliates of the issuer at that date. Although
directors and executive officers of the registrant were assumed to be
"affiliates" of the issuer for purposes of this calculation, the classification
is not to be interpreted as an admission of such status.

         As of March 1, 2002, there were 1,500,000 shares of the issuer's common
stock outstanding.

         Transitional Small Business Disclosure Format (check one): Yes [ ]
No [X]


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                                     PART I

             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS


            Some of the statements of FCB Financial Corp., a Georgia corporation
(the "Company"), and First Chatham Bank, a Georgia banking corporation (the
"Bank"), in this Report, including matters discussed under the caption
"Management's Discussion and Analysis of Financial Condition and Plan of
Operations," are "forward-looking statements." Forward-looking statements
include statements about the competitiveness of the banking industry, potential
regulatory obligations, potential economic growth in the Bank's primary service
area, the business strategies of the Company and the Bank, capital expenditures
of the Company and the Bank, including construction of additional offices, the
Bank's acquisition of the Savannah branch office of The Tattnall Bank and other
statements that are not historical facts. The words "anticipate," "estimate,"
"project," "intend," "expect," "believe," "forecast" and similar expressions are
intended to identify the forward-looking statements, but some of these
statements may use other phrasing. These forward-looking statements are not
guarantees of future performance and are subject to a number of risks,
uncertainties and other factors that could cause the Company's actual results,
performance or achievements to differ materially from those expressed or implied
by these forward-looking statements. These factors include, among other things
(i) increased competition from other financial institutions, (ii) lack of
sustained growth in the economy of Chatham County, Georgia, (iii) rapid
fluctuations in interest rates, (iv) departures of key personnel, (v) failure to
successfully integrate the branch acquisition, (vi) potential deposit attrition
following completion of the branch acquisition and (vii) changes in the
legislative and regulatory environment. Many of these factors are beyond the
Company's ability to control or predict, and readers are cautioned not to put
undue reliance on such forward-looking statements. The Company disclaims any
obligation to update or revise publicly or otherwise any forward-looking
statements to reflect subsequent events, new information or future
circumstances, except as required by law.

ITEM 1. DESCRIPTION OF BUSINESS

FCB FINANCIAL CORP.

         The Company was incorporated as a Georgia corporation on February 13,
2001, and owns all of the outstanding capital stock of the Bank. In an initial
public offering completed on January 11, 2002 (the "Offering"), the Company sold
and issued an aggregate of 1,500,000 shares of common stock, par value $1.00 per
share, at a price of $10.00 per share. On January 22, 2002, the Company received
approval from the Board of Governors of the Federal Reserve System (the "Federal
Reserve") and the Georgia Department of Banking and Finance (the "Georgia
Department") to become a bank holding company. Accordingly, on January 22, 2002,
the Company used $10,000,000 of the net proceeds of Offering to purchase all of
the common stock of the Bank.

         The Company has been organized to make it easier for the Bank to serve
its customers. The holding company structure provides flexibility for expanding
the Company's banking business by possibly acquiring other financial
institutions and providing additional capital and banking-related services. A
holding company structure will make it easier for us to raise capital for the
Bank because the Company will be able to issue securities without the need for
prior banking regulatory approval and the proceeds of debt securities issued by
the Company can be invested in the Bank as primary capital.

         The Company's executive offices are located at 401 Mall Boulevard,
Suite 101, Savannah, Georgia, and its telephone number at such location is (912)
303-0209.

FIRST CHATHAM BANK

         On May 22, 2001, the organizers of the Company and the Bank filed an
application with the Georgia Department and the Federal Deposit Insurance
Corporation (the "FDIC") to organize the Bank as a state-chartered
<PAGE>

bank in Chatham County, Georgia. On January 22, 2002, the Company purchased all
of the common stock of the Bank. The Bank received final approval of its charter
application on January 23, 2002.

         On January 23, 2002, pursuant to a Purchase and Assumption Agreement,
dated October 22, 2001, the Bank acquired the performing loans and assumed
certain deposit and other liabilities of the Savannah branch office of The
Tattnall Bank, located at 7917 Abercorn Street, Savannah, Georgia (the "Branch
Acquisition"). In the Branch Acquisition, the Bank assumed approximately
$10,924,000 in deposit and other liabilities and acquired approximately
$9,869,000 in loans and other assets. The Bank paid a premium of $370,000 on the
deposit liabilities it assumed from The Tattnall Bank. Pursuant to the terms of
the Purchase and Assumption Agreement, the Bank received a cash payment of
approximately $413,000 at closing, the amount by which the deposit and other
liabilities assumed by the Bank exceeded the amount of the deposit premium and
the loans and other assets (including an additional amount of approximately
$272,000 representing vault cash and ATM cash) acquired by the Bank.

         On January 23, 2002, after completing the Branch Acquisition, the Bank
opened for business in the branch office facility formerly used by The Tattnall
Bank as its Savannah branch office. The Bank plans to operate from this facility
until completion of construction of its future main office. See "Item 2 -
Properties."

         The Bank performs banking services customary for full service banks of
similar size and character. Such services include making consumer loans, real
estate loans, commercial loans and commercial leases, providing other banking
services such as cash management services, travelers checks, and maintaining
deposit accounts such as checking accounts, money market accounts, and a variety
of certificates of deposit and IRA accounts.

         MARKET AREA AND COMPETITION

         The Bank's initial primary service area is Chatham County, Georgia. The
primary service area represents a geographic area that includes the City of
Savannah, Georgia.

         The banking business is highly competitive. The Bank competes with
other commercial banks, savings and loan associations, credit unions, and money
market mutual funds operating in its primary service area. Chatham County is
served by 12 insured financial institutions operating a total of 73 retail
branches as of June 30, 2001, the latest date for which information is
available. A number of these competitors are well established in the Bank's
primary service area.

         According to the FDIC, bank and thrift deposits in Chatham County grew
from approximately $2.3 billion in June 1996 to more than $2.6 billion in June
2001. This growing deposit base is primarily controlled by large national and
super-regional banks, which include Bank of America, Wachovia, SunTrust, First
Union and BB&T. Together, these banks held approximately 82.1% of the total
deposits in Chatham County, as of June 30, 2001. Although most of these large
financial institutions are well established in Chatham County, community banks
have been successful in competing for deposits. Community banks with a
significant presence in Chatham County include Savannah Bank & Trust, with
approximately 7.9% of total deposits, and Coastal Bank with approximately 2.7%
of total deposits, as of June 30, 2001. No other community bank held more than
2.0% of the deposits in the Bank's primary service area as of June 30, 2001.

         The Bank competes directly with many of the institutions named above.
Additionally, the Bank anticipates further competition as existing institutions
in the market expand their branch networks or as institutions from other markets
branch into the Bank's primary service area.

         The Bank recognizes that most of its competitors have substantially
greater resources and lending limits than it has and provide other services,
such as extensive and established branch networks and trust services, that it
does not provide. As a result of these competitive factors, the Bank may have to
pay higher interest rates to attract depositors or extend credit with lower
interest rates to attract borrowers. However, the Bank attempts to minimize
these competitive factors and attract new banking relationships by offering its
customers a personalized approach to banking. As one of the only locally-owned
community banks in Chatham County, the Bank differentiates itself from


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its competitors primarily through active calling programs for directors and
officers, involvement in the communities it serves and the quality and
experience of its staff.

         LENDING SERVICES

         Lending Policy. The Bank was established to generally support Chatham
County; consequently, the Bank aggressively lends money to creditworthy
borrowers within this limited geographic area. The Bank emphasizes commercial
loans to small- and medium-sized businesses and professional concerns as well as
real estate-related loans, including construction loans for residential and
commercial properties, and primary and secondary mortgage loans for the
acquisition or improvement of personal residences. The Bank also emphasizes
consumer loans to individuals.

         The Bank attempts to avoid concentrations of loans to a single industry
or based on a single type of collateral. To address the risks inherent in making
loans, the Bank maintains an allowance for loan losses based on, among other
things, an evaluation of the Bank's loan loss experience, the amount of past due
and nonperforming loans, current and anticipated economic changes and the values
of certain loan collateral. Based upon such factors, management makes various
assumptions and judgments about the ultimate collectibility of the loan
portfolio and provides an allowance for potential loan losses based upon a
percentage of the outstanding balances and for specific loans. However, because
there are certain risks that cannot be precisely quantified, management's
judgment of the allowance is necessarily an approximation and imprecise. The
adequacy and methodology of the Bank's allowance for loan losses is subject to
regulatory examination and compared to a peer group of financial institutions
identified by the Bank's regulatory agencies.

         Loan Approval and Review. The Bank's loan approval policies provide for
various levels of officer lending authority. When the amount of total loans to a
single borrower exceeds that individual officer's lending authority, either an
officer with a higher lending limit or the Bank's loan committee determines
whether to approve the loan request. The Bank does not make any loans to any of
its directors or executive officers unless the board of directors first approves
the loan, and the terms of the loan are no more favorable than would be
available to any comparable borrower.

         Lending Limits. The Bank's lending activities are subject to a variety
of lending limits imposed by law. Differing limits apply in some circumstances
based on the type of loan or the nature of the borrower, including the
borrower's relationship to the Bank. In general, however, the Bank is able to
loan any one borrower a maximum amount equal to either:

         -        15% of the Bank's statutory capital base if the loan is not
                  fully secured; or

         -        25% of the Bank's statutory capital base if the entire amount
                  of the loan is fully secured by good collateral or other ample
                  security.

         The Bank's management team has not yet established any minimum or
maximum loan limits other than the statutory lending limits described above.
These limits will increase or decrease as the Bank's capital increases or
decreases as a result of its earnings or losses, among other reasons. The Bank
may sell participations in its loans to other financial institutions in order to
meet all of the lending needs of loan customers.

         Real Estate Loans. The Bank makes commercial real estate loans,
construction and development loans, and residential real estate loans. These
loans include some commercial loans where the Bank takes a security interest in
real estate out of an abundance of caution and not as the principal collateral
for the loan, but excludes home equity loans, which are classified as consumer
loans.

                  -        Commercial Real Estate. The Bank's commercial real
         estate loan terms generally are limited to five years or less, although
         payments may be structured on a longer amortization basis. Interest
         rates may be fixed or adjustable, with an origination fee generally
         being charged on each loan funded. The Bank attempts to reduce credit
         risk on its commercial real estate loans by emphasizing loans on
         owner-occupied


                                       3
<PAGE>

         office and retail buildings where the ratio of the loan principal to
         the value of the collateral as established by independent appraisal
         does not exceed 80% and net projected cash flow available for debt
         service equals 115% of the debt service requirement. In addition, the
         Bank at times requires personal guarantees from the principal owners of
         the property supported by a review by its management of the principal
         owners' personal financial statements. Risks associated with commercial
         real estate loans include fluctuations in the value of real estate, new
         job creation trends, tenant vacancy rates and the quality of the
         borrower's management. The Bank attempts to limit its risk by analyzing
         borrowers' cash flow and collateral value on an ongoing basis.

                 -        Construction and Development Loans. The Bank's
         construction and development loans are made both on a pre-sold and
         speculative basis. If the borrower has entered into an agreement to
         sell the property prior to beginning construction, then the loan is
         considered to be on a pre-sold basis. If the borrower has not entered
         into an agreement to sell the property prior to beginning construction,
         then the loan is considered to be on a speculative basis. Construction
         and development loans are generally made with a term of nine months and
         interest is paid periodically. The ratio of the loan principal to the
         value of the collateral as established by independent appraisal does
         not generally exceed 80%. Additionally, speculative loans are based on
         the borrower's financial strength and cash flow position. Loan proceeds
         are disbursed based on the percentage of completion and only after the
         project has been inspected by an experienced construction lender or
         appraiser. Risks associated with construction loans include
         fluctuations in the value of real estate and new job creation trends.

                  -        Residential Real Estate. The Bank's residential real
         estate loans consists of residential first and second mortgage loans
         and residential construction loans. The Bank offers fixed and variable
         rates on its mortgages with the amortization of first mortgages with
         maturity dates of three years and beyond. These loans are made
         consistent with the Bank's appraisal policy and with the ratio of the
         loan principal to the value of collateral as established by independent
         appraisal generally not to exceed 85%. The Bank expects these loan to
         value ratios are sufficient to compensate for fluctuations in real
         estate market value and to minimize losses that could result from a
         downturn in the residential real estate market. The Bank opened a
         mortgage department to process home loans, which allows it to originate
         long term mortgages sold on the secondary market. The Bank limits
         interest rate risk and credit risk on these loans by locking in the
         interest rate for each loan with the secondary market investor and
         receiving the investor's underwriting approval before funding the loan.

         Commercial Loans. A primary component of the Bank's loan portfolio are
loans for commercial purposes. The Bank's commercial loan portfolio consists of
loans principally to retail trade, service and manufacturing firms located in
its primary service area. The terms of these loans vary by purpose and by type
of underlying collateral, if any. The Bank typically makes equipment loans for a
term of five years or less at fixed or variable rates, with the loan fully
amortized over the term. Equipment loans generally are secured by the financed
equipment, and the ratio of the loan principal to the value of the financed
equipment or other collateral is generally be 80% or less. Loans to support
working capital typically have terms not exceeding one year and are usually
secured by accounts receivable, inventory, or other collateral, as well as
personal guarantees of the principals of the business. For loans secured by
accounts receivable or inventory, principal is typically repaid as the assets
securing the loan are converted into cash, and for loans secured with other
types of collateral, principal is typically due at maturity. The quality of the
commercial borrower's management and its ability both to evaluate properly
changes in the supply and demand characteristics for its products and services
and to respond effectively to such changes are significant factors in a
commercial borrower's creditworthiness.


                                       4
<PAGE>

         Consumer Loans. The Bank makes a variety of loans to individuals for
personal, family and household purposes, including secured and unsecured
installment and term loans, home equity loans and home equity lines of credit.
Consumer loan repayments depend upon the borrower's financial stability and are
more likely to be adversely affected by divorce, job loss, illness and personal
hardships. Because many consumer loans are secured by depreciable assets such as
boats, cars, and trailers, the loans are amortized over the useful life of the
asset. The borrower generally is required to be employed for at least 12 months
prior to obtaining the loan. The loan officer reviews the borrower's past credit
history, past income level, debt history and, when applicable, cash flow and
determines the impact of all of these factors on the ability of the borrower to
make future payments as agreed. Consumer loans generally are made at a fixed
rate of interest.

         DEPOSIT SERVICES

         The Bank seeks to establish solid core deposits, including checking
accounts, money market accounts, savings accounts, a variety of certificates of
deposit and IRA accounts. To attract deposits, the Bank employs an aggressive
marketing plan in its primary service area and features a broad product line and
competitive services. The primary sources of deposits are residents of, and
businesses and their employees located in, the Bank's primary service area. The
Bank obtains these deposits through personal solicitation by its officers and
directors, direct mail solicitations and advertisements in the local media. In
order to attract its initial deposit base, the Bank may offer higher interest
rates on various deposit accounts.

         PRIVATE BANKING SERVICES

         The Bank has established a private banking group to offer personalized
private banking services to affluent individuals, professionals, entrepreneurs
and their business interests. The Bank's private banking products and services
include commercial lending products such as lines of credit for working capital,
term loans, letters of credit to support commitments of its private banking
clients, as well as non-credit products such as cash concentration accounts,
merchant credit card processing, electronic funds transfer and other cash
management products. Individual private banking products and services include
interest bearing checking, money market deposit accounts, certificates of
deposit and secured and unsecured personal loans and lines of credit. All of the
Bank's organizers are private banking clients and lend experience and guidance
to the development of its private banking products and services.

         OTHER BANKING SERVICES

         Other anticipated banking services will include cash management
services, safe-deposit boxes, travelers checks, direct deposit of payroll and
social security checks, automatic drafts, and overdraft protection. The Bank
plans to become associated with a shared network of automated teller machines
that its customers will be able to use throughout Georgia and other regions. The
Bank may offer annuities, mutual funds and other financial services through a
third party that has not yet been chosen. The Bank also plans to offer
Mastercard(R) and VISA(R) credit card services through a correspondent bank as
an agent for the Bank. The Bank will not exercise trust powers during its early
years of operation. The Bank may in the future offer a full-service trust
department, but cannot do so without the prior approval of the Georgia
Department.

         The Bank offers its targeted commercial customers a courier service
that picks up non-cash deposits from the customer's place of business and
delivers them to the Bank. Management believes that this is an important service
for the Bank's customers because it only has one office location at the present
time.


                                       5
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         INVESTMENTS

         In addition to loans, the Bank makes other investments primarily in
obligations of the United States or obligations guaranteed as to principal and
interest by the United States and other taxable securities. These investments
include U.S. Treasury bills with treasury notes, as well as investments in
securities of federally sponsored agencies, such as Federal Home Loan Bank
bonds. In addition, the Bank also invests in federal funds, negotiable
certificates of deposit, banker's acceptances, mortgage backed securities,
corporate bonds and municipal or other tax-free bonds. No investment in any of
those instruments exceeds any applicable limitation imposed by law or
regulation. The Bank's Investment/Asset-Liability Committee reviews the
investment portfolio on an ongoing basis in order to ensure that the investments
conform to the Bank's policy as set by its board of directors.

         ASSET AND LIABILITY MANAGEMENT

         The Bank's Investment/Asset-Liability Committee manages its assets and
liabilities and strives to provide an optimum and stable net interest margin, a
profitable after-tax return on assets and return on equity and adequate
liquidity. The committee conducts these management functions within the
framework of written loan and investment policies adopted by the Bank. The
committee attempts to maintain a balanced position between rate sensitive assets
and rate sensitive liabilities. Specifically, it charts assets and liabilities
on a matrix by maturity, effective duration and interest adjustment period and
attempts to manage any gaps in maturity ranges.

         MARKETING AND ADVERTISING

         The Bank's target customers are the residents and the small- to
medium-sized businesses and their employees located in its primary service area.

         The Bank intends to develop its image as a community-oriented bank with
an emphasis on quality service and personal contact. The Bank plans to use a
targeted marketing approach through local newspapers, radio advertisements
during peak driving times, direct mail campaigns and television spots, as
necessary. Additionally, the Bank plans to sponsor community activities on an
active and ongoing basis.

EMPLOYEES

         As of December 31, 2001, the Bank had eight full-time employees. The
Company does not have any employees who are not also employees of the Bank.

                           SUPERVISION AND REGULATION

         The following discussion describes the material elements of the
regulatory framework that applies to banks and bank holding companies and
provides certain specific information related to the Company and the Bank.

REGULATION OF THE COMPANY

         The Company is a bank holding company registered with the Federal
Reserve under the Bank Holding Company Act of 1956, as amended (the "Bank
Holding Company Act"). As a result, the Company and any future non-bank
subsidiaries are subject to the supervision, examination and reporting
requirements of the Bank Holding Company Act and the regulations of the Federal
Reserve.

         ACQUISITIONS. The Bank Holding Company Act requires every bank holding
company to obtain the prior approval of the Federal Reserve before:

         -        it may acquire direct or indirect ownership or control of any
                  voting shares of any bank if, after such acquisition, the bank
                  holding company will directly or indirectly own or control
                  more than 5% of the voting shares of the bank;


                                       6
<PAGE>

         -        it or any of its subsidiaries, other than a bank, may acquire
                  all or substantially all the assets of any bank; or

         -        it may merge or consolidate with any other bank holding
                  company.

         The Bank Holding Company Act further provides that the Federal Reserve
may not approve any acquisition that would result in monopoly or would be in
furtherance of any combination or conspiracy to monopolize or attempt to
monopolize the business of banking in any section of the United States, or the
effect of which may be substantially to lessen competition or to tend to create
a monopoly in any section of the United States, or that in any other manner
would be a restraint of trade, unless the anticompetitive effects of the
proposed transaction are clearly outweighed by the public interest in meeting
the convenience and needs of the community to be served. The Federal Reserve is
also required to consider the financial and managerial resources and future
prospects of the bank holding companies and banks concerned and the convenience
and needs of the community to be served. Consideration of financial resources
generally focuses on capital adequacy, which is discussed below.

         Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
the restrictions on interstate acquisitions of banks by bank holding companies
were repealed. As a result, the Company and other bank holding companies located
in Georgia are able to acquire banks located in any other state, and bank
holding companies located outside of Georgia can acquire any Georgia-based
banks, in either case subject to certain deposit percentage and other
restrictions. The legislation provides that unless an individual state has
elected to prohibit out-of-state banks from operating interstate branches within
its territory, adequately capitalized and managed bank holding companies are
able to consolidate their multistate banking operations into a single bank
subsidiary and to branch interstate through acquisitions. De novo branching by
an out-of-state bank is permitted only if it is expressly permitted by the laws
of the host state. Georgia does not permit de novo branching by an out-of-state
bank. Therefore, the only method by which an out-of-state bank or bank holding
company may enter Georgia is through an acquisition. Georgia has adopted an
interstate banking statute that removes the existing restrictions on the ability
of banks to branch interstate through mergers, consolidations and acquisitions.
However, Georgia law prohibits a bank holding company from acquiring control of
a financial institution until the target financial institution has been
incorporated five years. As a result, no bank holding company may acquire
control of the Company until after the fifth anniversary of the Bank's
incorporation.

         ACTIVITIES. The Bank Holding Company Act has generally prohibited a
bank holding company from engaging in activities other than banking or managing
or controlling banks or other permissible subsidiaries and from acquiring or
retaining direct or indirect control of any company engaged in any activities
other than those determined by the Federal Reserve to be closely related to
banking or managing or controlling banks as to be a proper incident thereto.
Provisions of the Gramm-Leach-Bliley Act, discussed below, have expanded the
permissible activities of a bank holding company and its subsidiaries. In
determining whether a particular activity is permissible, the Federal Reserve
must consider whether the performance of such an activity can be reasonably
expected to produce benefits to the public, such as a greater convenience,
increased competition, or gains in efficiency, that outweigh possible adverse
effects such as undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices.

         GRAMM-LEACH-BLILEY ACT. The Gramm-Leach-Bliley Act implemented major
changes to the statutory framework for providing banking and other financial
services in the United States. The Gramm-Leach-Bliley Act, among other things,
eliminated many of the restrictions on affiliations among banks and securities
firms, insurance firms, and other financial service providers. A bank holding
company that qualifies as a financial holding company will be permitted to
engage in activities that are financial in nature or incidental or complimentary
to a financial activity. The activities that the Gramm-Leach-Bliley Act
expressly lists as financial in nature include insurance activities, providing
financial and instant advisory services, underwriting securities and limited
merchant banking activities.

         To become eligible for these expanded activities, a bank holding
company must qualify as a financial holding company. To qualify as a financial
holding company, each insured depository institution controlled by the bank
holding company must be well-capitalized, well-managed, and have at least a
satisfactory rating under the


                                       7
<PAGE>

Community Reinvestment Act. In addition, the bank holding company must file a
declaration with the Federal Reserve of its intention to become a financial
holding company. The Company presently has no plans to become a financial
holding company.

         Although considered to be one of the most significant banking laws
since Depression-era statutes were enacted, because of the Company's small size
and recent organization, management does not expect the Gramm-Leach-Bliley Act
to materially affect the Company's initial products, services or other business
activities. Management does not believe that the Gramm-Leach-Bliley Act will
have a material adverse impact on the Company's operations. To the extent that
it allows banks, securities firms, and insurance firms to affiliate, the
financial services industry may experience further consolidation. The
Gramm-Leach-Bliley Act may have the result of increasing the amount of
competition that the Company faces from larger institutions and other companies
offering financial products and services, many of which may have substantially
more financial resources.

         SUPPORT OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, the
Company is expected to act as a source of financial strength for, and to commit
resources to support its banking subsidiaries. This support may be required at
times when, absent such Federal Reserve policy, the Company may not be inclined
to provide it. In addition, any capital loans by a bank holding company to its
banking subsidiaries are subordinate in right of payment to deposits and to
certain other indebtedness of such banks. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

REGULATION OF THE BANK

         As a Georgia state chartered bank, the Bank is examined and regulated
by the FDIC and the Georgia Department. The major functions of the FDIC with
respect to insured banks include paying depositors to the extent provided by law
in the event an insured bank is closed without adequately providing for payment
of the claims of depositors, acting as receiver of state banks placed in
receivership when so appointed by state authorities, and preventing the
continuance or development of unsound and unsafe banking practices. In addition,
the FDIC also approves conversions, mergers, consolidations, and assumption of
deposit liability transactions between insured banks and noninsured banks or
institutions to prevent capital or surplus diminution in such transactions where
the resulting bank is an uninsured bank.

         The Georgia Department regulates all areas of the Bank's banking
operations, including mergers, establishment of branches, loans, interest rates,
and reserves. The Bank is also subject to Georgia banking and usury laws
restricting the amount of interest which it charges in making loans or other
extensions of credit. With respect to expansion, Georgia law permits, with
required regulatory approval, the establishment of de novo branches in an
unlimited number of counties within the State of Georgia by the subsidiary banks
of bank holding companies then engaged in the business of banking in Georgia.

         PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, the federal
banking regulators are required to establish five capital categories (well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized) and are required to take
certain mandatory supervisory actions, and are authorized to take other
discretionary actions, with respect to institutions in the three
undercapitalized categories, the severity of which will depend upon the capital
category in which the institution is placed. Generally, subject to a narrow
exception, the banking regulator must appoint a receiver or conservator for an
institution that is critically undercapitalized. The federal banking regulators
have specified by regulation the relevant capital level for each category.

         An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking
regulator. A bank holding company must guarantee that a subsidiary depository
institution meets its capital restoration plan, subject to certain limitations.
The obligation of a controlling holding company to fund a capital restoration
plan is limited to the lesser of 5% of an undercapitalized subsidiary's assets
or the amount required to


                                       8
<PAGE>

meet regulatory capital requirements. An undercapitalized institution is also
generally prohibited from increasing its average total assets, making
acquisitions, establishing any branches, or engaging in any new line of
business, except in accordance with an accepted capital restoration plan or with
the approval of the FDIC. In addition, the appropriate federal banking regulator
may treat an undercapitalized institution in the same manner as it treats
significantly undercapitalized institutions if it determines that those actions
are necessary.

         FDIC INSURANCE ASSESSMENTS. The FDIC adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities. The system assigns an institution to one of three capital
categories: (i) well capitalized; (ii) adequately capitalized; and (iii)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above. An institution is also assigned by
the FDIC to one of three supervisory subgroups within each capital group. An
institution's insurance assessment rate is then determined based on the capital
category and supervisory category to which it is assigned. Under the final
risk-based assessment system, there are nine assessment risk classifications to
which different assessment rates are applied. Assessments range from 0 to 27
cents per $100 of deposits, depending on the institution's capital group and
supervisory subgroup.

         The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

         COMMUNITY REINVESTMENT ACT. The Bank is subject to the provisions of
the Community Reinvestment Act, which requires the FDIC, in connection with its
regular examination of a bank, to assess the Bank's record of meeting the credit
needs of the communities it serves, including low- and moderate-income
neighborhoods, consistent with safe and sound banking practices.

         Regulations promulgated under the CRA are intended to set distinct
assessment standards for financial institutions. The regulations provide for
streamlined procedures for institution's with assets of less than $250 million.
The regulations contain the following three evaluation tests:

         -        a lending test, which compares the institution's market share
                  of loans in low- and moderate-income areas to its market share
                  of loans in its entire service area;

         -        a service test, which evaluates the provision of services that
                  promote the availability of credit to low- moderate-income
                  areas; and

         -        an investment test, which evaluates the institution's record
                  of investments in organizations designed to foster community
                  development, small- and minority-owed businesses and
                  affordable housing lending, including state and local
                  government housing or revenue bonds.

         Institutions are required to make public disclosure of their written
CRA evaluations made by regulatory agencies. This promotes enforcement of CRA
requirements by providing the public with the status of a particular
institution's community investment record. In addition to public disclosure of
an institution's CRA assessment, regulatory authorities are required to consider
an institution's CRA assessment when an institution applies for approval to
establish a new branch which will accept deposits, to relocate an existing
branch or to merge with another federally regulated financial institution.

         PRIVACY. 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, other than third parties that
market the 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 through electronic to the consumer.


                                       9
<PAGE>

PAYMENT OF DIVIDENDS

         The Company is a legal entity separate and distinct from the Bank. The
principal sources of revenues to the Company, including cash flow to pay
dividends to its shareholders, are dividends paid from the Bank to the Company.
There are statutory and regulatory limitations on the payment of dividends by
the Bank, as well as by the Company to its shareholders.

         If, in the opinion of the FDIC, the Bank was engaged in or about to
engage in an unsafe or unsound practice the FDIC may require, after notice and
hearing, that such institution cease and desist from such practice. The federal
banking regulators have indicated that paying dividends that deplete a
depository institution's capital base to an inadequate level would be unsafe and
unsound banking practice. Under the Federal Deposit Insurance Corporation
Improvement Act, a depository institution may not pay any dividend if payment
would cause it to become undercapitalized or if it already is undercapitalized.
Moreover, the federal banking regulators have issued policy statements that
provide that bank holding companies and insured banks should generally only pay
dividends out of current operating earnings. The payment of dividends by the
Company and its banking subsidiary may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines.

         Georgia law provides additional restrictions on the payment of
dividends by the Bank to the Company. The Bank must have the approval of the
Georgia Department to pay cash dividends, unless at the time of such payment:

         -        the total classified assets at the most recent examination of
                  the Bank do not exceed 80% of tier 1 capital plus allowance
                  for loan losses as reflected at such examination;

         -        the aggregate amount of dividends declared or anticipated to
                  be declared in the calendar year does not exceed 50% of the
                  net profits, after taxes, but before dividends, for the
                  previous calendar year; and

         -        the ratio of tier 1 capital to adjusted total assets will not
                  be less than 6%.

CAPITAL ADEQUACY

         The Company and the Bank are required to comply with the capital
adequacy standards established by the Federal Reserve, in the case of the
Company, and the FDIC, in the case of the Bank. The Federal Reserve has
established two basic measures of capital adequacy for bank holding companies: a
risk-based measure and a leverage measure. A bank holding company must satisfy
all applicable capital standards to be considered in compliance.

         The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profiles among banks
and bank holding companies, to account for off-balance sheet exposure, and to
minimize disincentives for holding liquid assets. Assets and off-balance sheet
items, such as letters of credit and unfunded loan commitments, are assigned to
broad risk categories, each with appropriate weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance sheet items.

         The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. At least half of total capital must comprise common stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets, or
"tier 1 capital." The remainder may consist of subordinated debt, other
preferred stock, and a limited amount of loan loss reserves, or "tier 2
capital."

         In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of tier 1 capital to average assets, less goodwill and certain other
intangible assets, of 3% for bank holding companies that meet certain specified
criteria, including having the highest regulatory rating. All other bank holding
companies generally are required to maintain a leverage ratio of at least 3%,
plus an additional cushion of 1% to 2%. The guidelines also provide that bank
holding companies experiencing internal growth, as will be the case for the
Company, or making acquisitions will be


                                       10
<PAGE>

expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve has indicated that it will consider a bank
holding company's tier 1 capital leverage ratio, after deducting all
intangibles, and other indicators of capital strength in evaluating proposals
for expansion or new activities.

         The Bank is subject to risk-based and leverage capital requirements
adopted by FDIC, which are substantially similar to those adopted by the Federal
Reserve for bank holding companies.

         Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered
deposits, and certain other restrictions on its business. As described above,
substantial additional restrictions can be imposed on FDIC-insured depository
institutions that fail to meet applicable capital requirements.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

         The Company and the Bank are subject to the provisions of Section 23A
of the Federal Reserve Act. Section 23A places limits on the amount of:

         -        a bank's loans or extensions of credit to affiliates;

         -        a bank's investment in affiliates;

         -        assets a bank may purchase from affiliates, except for real
                  and personal property exempted by the Federal Reserve;

         -        the amount of loans or extensions of credit to third parties
                  collateralized by the securities or obligations of affiliates;
                  and

         -        a bank's guarantee, acceptance or letter of credit issued on
                  behalf of an affiliate.

         The total amount of the above transactions is limited in amount, as to
any one affiliate, to 10% of a bank's capital and surplus and, as to all
affiliates combined, to 20% of a bank's capital and surplus. In addition to the
limitation on the amount of these transactions, each of the above transactions
must also meet specified collateral requirements. The Bank must also comply with
other provisions designed to avoid the taking of low-quality assets.

         The Company and the Bank are also subject to the provisions of Section
23B of the Federal Reserve Act which, among other things, prohibits an
institution from engaging in the above transactions with affiliates unless the
transactions are on terms substantially the same, or at least as favorable to
the institution or its subsidiaries, as those prevailing at the time for
comparable transactions with nonaffiliated companies.

         The Bank is also subject to restrictions on extensions of credit to its
executive officers, directors, principal shareholders and their related
interests. These 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.

MONETARY POLICY

         The earnings of the Bank, as well as the Company, are affected by
domestic and foreign conditions, particularly by the monetary and fiscal
policies of the United States government and its agencies. The Federal Reserve
has had, and will continue to have, an important impact on the operating results
of commercial banks through its power to implement national monetary policy in
order, among other things, to mitigate recessionary and inflationary pressures
by regulating the national money supply. The techniques used by the Federal
Reserve include setting the reserve requirements of member banks and
establishing the discount rate on member bank borrowings. The Federal Reserve
also conducts open market transactions in United States government securities.


                                       11
<PAGE>

ITEM 2. PROPERTIES

         On January 23, 2002, following completion of the Branch Acquisition,
the Bank began banking operations in the facility previously used by The
Tattnall Bank as its Savannah branch office. This facility consists of
approximately 2,500 square feet, with one vault, four teller stations, two
drive-in windows and one automated teller machine. This facility is located 7917
Abercorn Street, Savannah, Georgia, near the Oglethorpe Mall and within one half
of one mile from the Bank's future main office site described below. The Company
has entered into to an agreement to lease this facility, including all of the
existing furniture, fixtures and equipment, for a period of one year for a
rental fee of $15,000 per month. The Bank plans to conduct banking operations in
this facility until construction of its future main office facility is
completed. For the remainder of the lease term the Company expects to use this
facility for additional office space.

         The Bank's future main office will be located at 7401 Hodgson Memorial
Drive in the Oglethorpe Mall area of Chatham County. On August 1, 2001, the
Company acquired the property for a purchase price of $785,000. To pay for the
property, the Company entered into a loan agreement with Nexity Bank for an
amount of $785,000. Each of the Company's organizers guaranteed a pro-rata
portion of the loan, which bore interest at 0.75% less than the prime rate, as
published in the Money Rates section of The Wall Street Journal, and was
scheduled to be due on August 1, 2002. In January 2002, the Company repaid the
loan in full using a portion of the proceeds of the Offering.

         Construction of the Bank's future main office facility began in
September 2001, with completion anticipated in the third quarter of 2002. The
Bank's future main office facility will consist of approximately 6,400 square
feet and will include one vault, eight offices, a loan operations area, four
teller stations, three drive-in windows, and one automated teller machine. The
costs of constructing the facility are estimated at $1,300,000, and the costs of
furnishing and equipping the facility are estimated at $406,800.

         In addition, the Company has acquired a site for a branch office to be
located in the West Chatham area of Chatham County. The purchase price for the
property was $975,000 and was funded through a loan from Nexity Bank. Each
organizer of the Company guaranteed a pro-rata portion of the loan, which bore
interest at 0.75% less than the prime rate, as published in the Money Rates
section of The Wall Street Journal, and was scheduled to be due on June 25,
2002. In January 2002, the Company repaid the loan in full using a portion of
the proceeds of the Offering.

         The Company began construction of this branch office facility in
September 2001, with completion anticipated in the third quarter of 2002. This
branch office facility will consist of approximately 3,200 square feet and will
include one vault, four offices, four teller stations, three drive-in windows,
and one automated teller machine. The estimated costs of constructing this
branch office facility are $800,000, and the estimated costs of furnishing and
equipping the facility are $256,800.

         In the interim, the Company has conducted its organizational activities
from a facility located at 401 Mall Boulevard, Suite 101B, Savannah, Georgia.
The initial term of the lease expired on August 31, 2001, at which time the
lease became a month to month lease. The monthly rental fee for this temporary
office space is $2,167 per month. This temporary facility is owned by Sylvan M.
Byck, Jr., one of the Bank's directors. See "Item 12 - Certain Relationships and
Related Transactions."


                                       12
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

         In July 2001, the Company received a letter from counsel to Bank of
America challenging its planned use of the names "C & S Bancorporation" and
"Citizens & Southern Bank." In the letter, counsel asserted that Bank of America
had rights to these names. On September 28, 2001, the Company filed an action in
the United States District Court for the Southern District of Georgia, Savannah
Division, seeking a declaratory judgment that Bank of America had abandoned
these names and seeking cancellation of any trademark registration for these
names.

         On January 18, 2002, the Company reached a settlement in its dispute
with Bank of America over the use of these names. As part of the settlement,
Bank of America agreed to pay the Company an undisclosed amount, and the Company
agreed not to use the "C & S" or "Citizens & Southern" names and to give up its
rights to the "candsbank.com" domain website. On January 23, 2002, the Company
filed with the Georgia Secretary of State Articles of Amendment to its Articles
of Incorporation to change its corporate name to "FCB Financial Corp." The
Company also caused the Bank to change its corporate name to "First Chatham
Bank."

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.


                                       13
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         A.       MARKET INFORMATION

         (i)      Market for Common Equity. There is no established trading
market for the Company's common stock, and an active public trading market is
not expected to develop in the near future.

         (ii)     Holders of Common Stock. As of March 1, 2002, there were 329
record holders of the Company's common stock.

         (iii)    Dividends. To date, the Company has not paid any dividends on
its common stock. The Company initially has no source of income other than
dividends that the Bank pays to it. The Company's ability to pay dividends to
its shareholders will therefore depend on the Bank's ability to pay dividends to
the Company. In the future, the Company may begin income-producing operations
independent from those of the Bank, which may provide another source of income
from which the Company could pay dividends to its shareholders. However, the
Company can give you no assurance as to when, if at all, these operations may
begin or whether they will be profitable.

         Bank holding companies and national banks are both subject to
significant regulatory restrictions on the payment of cash dividends. In light
of these restrictions and the need for the Company and the Bank to retain and
build capital, the boards of directors of the Company and the Bank plan to
reinvest earnings for the period of time necessary to support successful
operations. As a result, the Company does not plan to pay dividends until it
recovers any losses incurred and becomes profitable, and its future dividend
policy depends on the earnings, capital requirements and financial condition of
the Company and the Bank and on other factors that the board of directors
considers relevant.

         Additionally, regulatory authorities may determine, under circumstances
relating to the financial condition of the Company or the Bank, that the payment
of dividends would be an unsafe or unsound practice and may prohibit dividend
payment. See "Item 1. Description of Business - Supervision and Regulation -
Payment of Dividends."

         B.       USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES

         On October 19, 2001, the Company commenced an initial public offering
of a minimum of 1,000,000 shares and a maximum of 1,500,000 shares of its common
stock at an offering price of $10.00 per share. The shares in the Offering were
registered under the Securities Act of 1933, as amended, pursuant to an
effective Registration Statement on Form SB-2 (the "Registration Statement,"
registration number 333-65066). The Registration Statement was declared
effective by the Securities and Exchange Commission (the "SEC") on October 19,
2001.

         On January 11, 2002, the Company terminated the Offering, after
receiving subscriptions for all 1,500,000 shares included in the Offering. As
set forth in the table below, from the effective date of the Registration
Statement to January 11, 2002, the Company had estimated expenses in connection
with the Offering of approximately $132,827. All of the amounts shown in the
table are estimated except for the SEC registration fee. None of the amounts
shown were paid directly or indirectly to any director, officer, general partner
of the Company or their associates, persons owning 10% or more of any class of
equity securities of the Company, or any affiliate.

<TABLE>
         <S>                                                                                        <C>
         Securities and Exchange Commission Registration Fee.................................       $  3,765
         Blue Sky Fees and Expenses..........................................................         13,000
         Legal Fees and Expenses.............................................................         62,954
         Accounting Fees and Expenses........................................................          7,500
         Printing and Engraving Expenses.....................................................         35,608
         Miscellaneous.......................................................................         10,000
                                                                                                    --------
                  Total......................................................................       $132,827
                                                                                                    --------
</TABLE>


                                       14
<PAGE>

         With the prior approval of the Federal Reserve and the Georgia
Department, on January 22, 2002, the Company used $10,000,000 of the net
proceeds of the Offering to capitalize the Bank. In return, the Bank issued all
of its common stock to the Company, and the Company became the Bank's sole
shareholder. In addition, the Company used $750,000 of the net proceeds to repay
amounts outstanding on its organizing line of credit, $785,000 to repay a loan
used to fund the purchase of the site for the Bank's future main office
facility, and $975,000 to repay a loan used to fund the purchase the site for a
future branch office of the Bank. The Company is using the remaining net
proceeds of the Offering to construct and equip its future main office and
branch office facilities and for working capital purposes. Through December 31,
2001, the Company had construction in process of $248,761. The Company has
contracted with J.T. Turner Construction Co., Inc., a construction company owned
by James T. Turner, Jr., a director of the Bank, to construct the Bank's future
main office and branch office facilities. The Company accepted bids for the
construction of these facilities and selected Mr. Turner's company as a result
of it submitting the lowest bid.

            Except as described above, none of the net proceeds of the Offering
will be paid directly or indirectly to any director, officer, general partner of
the Company or their associates, persons owning 10% or more of any class of
equity securities of the Company, or an affiliate of the Company.


                                       15
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATIONS


         The purpose of the following discussion is to address information
relating to the financial condition and results of operations of the Company
that may not be readily apparent from of the consolidated financial statements
and notes thereto, which begin on page F-1 of this Report. This discussion
should be read in conjunction with the information provided in the Company's
consolidated financial statements and notes thereto.

PLAN OF OPERATIONS

         The Company was in the development stage during the last fiscal year
and remained in that stage until the Offering was completed in January 2002. The
Company was organized on February 13, 2001 to serve as a holding company for the
Bank. During the fiscal year ending December 31, 2001, the Company's main
activities were:

         -        seeking, interviewing and selecting its officers;

         -        preparing its business plan;

         -        applying for a state bank charter under the laws of the State
                  of Georgia;

         -        applying for FDIC deposit insurance;

         -        applying to become a bank holding company;

         -        identifying the sites for its banking facilities;

         -        negotiating an acquisition of the performing loans and
                  assumption of certain deposits and other liabilities of the
                  Savannah branch office of The Tattnall Bank; and

         -        raising equity capital through an initial public offering.

         From February 13, 2001, through December 31, 2001, the Company's net
loss amounted to $842,465. From February 2001 through completion of the
Offering, the Company's operations were funded through a line of credit from
Nexity Bank, Atlanta, Georgia. The total amount available on the line of credit
was $750,000, of which $750,000 was outstanding at December 31, 2001. Each
organizer guaranteed a portion (equal to $62,500 each) of this loan, which bore
interest at 0.5% less than the prime rate as published in the Money Rates
section of The Wall Street Journal, and was scheduled to be due on February 15,
2002. In January 2002, the Company repaid the line of credit in full using a
portion of the proceeds of the Offering.

SUBSEQUENT EVENTS

         On January 11, 2002, the Company completed the Offering, after having
received subscriptions for all 1,500,000 shares included in the Offering. With
the prior approval of the Federal Reserve and the Georgia Department, on January
22, 2002, the Company used $10,000,000 of the net proceeds of the offering to
capitalize the Bank. In return, the Bank issued all of its common stock to the
Company, and the Company became the Bank's sole shareholder. Accordingly, the
Company is now a bank holding company within the meaning of the Bank Holding
Company Act .

         On January 23, 2002, pursuant to a Purchase and Assumption Agreement,
dated October 22, 2001, the Bank acquired the performing loans and assumed
certain deposit and other liabilities of the Savannah branch office of The
Tattnall Bank, located at 7917 Abercorn Street, Savannah, Georgia. In the Branch
Acquisition, the Bank assumed approximately $10,924,000 in deposit and other
liabilities and acquired approximately $9,869,000 in loans and other assets. The
Bank was charged a premium of $370,000 on the deposit liabilities it assumed
from The Tattnall Bank.


                                       16
<PAGE>

Pursuant to the terms of Purchase and Assumption Agreement, the Bank received a
cash payment of approximately $413,000 at closing, the amount by which the
deposit and other liabilities assumed by the Bank exceeded the amount of the
deposit premium and the loans and other assets (including an additional amount
of approximately $272,000 representing vault cash and ATM cash) acquired by the
Bank.

         In connection with the Branch Acquisition, the Bank entered into a one
year agreement with The Tattnall Bank to lease the facility used by The Tattnall
Bank as its Savannah branch office, including all of the existing furniture,
fixtures and equipment. The Bank plans to conduct banking operations in this
facility until construction of the Bank's future main office facility is
completed. For the remainder of the lease term, the Company plans to use this
facility for additional office space.

         On January 23, 2002, after completing the Branch Acquisition, the Bank
opened for business in the branch office facility formerly used by The Tattnall
Bank as its Savannah branch office.

ADDITIONAL OFFICE PROPERTIES

         After considering several other properties, Robert M. Chu, one of the
Company's organizers, entered into an agreement to purchase an approximately 0.8
acre lot neighboring Oglethorpe Mall in Savannah for a purchase price of
$785,000. The property will be the site for the Bank's future main office, which
is expected to have approximately 6,400 square feet of office space. Mr. Chu
assigned his rights under the agreement to the Company for consideration of
$5,000, equaling the amount of Mr. Chu's earnest money deposit on the property.
On August 1, 2001 the Company acquired the property for a purchase price of
$785,000. To pay for the property, the Company entered into a loan agreement
with Nexity Bank, for an amount of $785,000. Each organizer of the Company
guaranteed a pro-rata portion of the loan, which bore interest at 0.75% less
than the prime rate, as published in the Money Rates section of The Wall Street
Journal, and was scheduled to be due on August 1, 2002. In January 2002, the
Company repaid the loan in full using a portion of the proceeds of the Offering.

         In addition, in June 2001 the Company acquired an approximately 1.0
acre lot in the West Chatham area of Chatham County for a purchase price of
$975,000. The property will be the site for a branch office, which is expected
to have approximately 3,200 square feet of office space. The purchase price for
this branch office site was funded through a loan agreement with Nexity Bank for
an amount of $975,000. Each organizer of the Company guaranteed a pro-rata
portion of the loan, which bore interest at 0.75% less than the prime rate, as
published in the Money Rates section of The Wall Street Journal, and was
scheduled to be due on June 25, 2002. In January 2002, the Company repaid the
loan in full using a portion of the proceeds of the Offering.

Construction of the future main office and branch office began in September
2001. Costs of constructing the future main office and branch office facilities
are estimated at $1,300,000 and $800,000, respectively, and are being funded
with a portion of the net proceeds of the Offering. The Company has contracted
with J.T. Turner Construction Co., Inc., a construction company owned by James
T. Turner, Jr., a director of the Bank, to construct these office facilities.
The Company accepted bids for the construction of these facilities and selected
Mr. Turner's company as a result of it submitting the lowest bid.

         Costs of furnishing and equipping the Bank's future main office and
branch office facilities are estimated at $406,800 and $256,800, respectively.

         In the interim, the Company has conducted its organizational activities
from a facility located 401 Mall Boulevard, Suite 101B, Savannah, Georgia. The
initial term of the lease expired on August 31, 2001, at which time the lease
became a month to month lease. The monthly rental fee for this temporary office
space is $2,167 per month. This temporary facility is owned by Sylvan M. Byck,
Jr., one of the Company's organizers.


                                       17
<PAGE>

LIQUIDITY AND INTEREST RATE SENSITIVITY

         Since the Company has been in the development stage, there are no
results to present at this time. Nevertheless, now that the Bank has begun
operations, net interest income, its primary source of earnings, will fluctuate
with significant interest rate movements. To lessen the impact of these margin
swings, the Bank intends to structure its balance sheet so management will have
regular opportunities to "reprice" or change the interest rates on the Bank's
interest-bearing assets and liabilities. Imbalance in these repricing
opportunities at any point in time constitutes interest rate sensitivity.

         Interest rate sensitivity refers to the responsiveness of
interest-bearing assets and liabilities to changes in market interest rates. The
rate sensitive position, or gap, is the difference in the volume of rate
sensitive assets and liabilities at a given time interval. The general objective
of gap management is to actively manage rate sensitive assets and liabilities in
order to reduce the impact of interest rate fluctuations on the net interest
margin. Management will generally attempt to maintain a balance between rate
sensitive assets and liabilities as the exposure period is lengthened to
minimize the Bank's overall interest rate risks.

         Management will evaluate regularly the Bank's balance sheet's asset mix
in terms of several variables, including yield, credit quality, appropriate
funding sources and liquidity. To effectively manage the Bank's balance sheet's
liability mix, management plans to focus on expanding its deposit base and
converting assets to cash as necessary.

         As the Bank grows, management will restructure the Bank's rate
sensitivity position in an effort to hedge against rapidly rising or falling
interest rates. The Bank's Investment/Asset-Liability Committee will meet on a
quarterly basis to develop a strategy for the upcoming period.

         Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations. The Bank can obtain these funds by converting assets to cash or by
attracting new deposits. The Bank's ability to maintain and increase deposits
will serve as its primary source of liquidity.

CAPITAL ADEQUACY

         There are now two primary measures of capital adequacy for banks and
bank holding companies: (i) risk-based capital guidelines; and (ii) the leverage
ratio.

         The risk-based capital guidelines measure the amount of a bank's
required capital in relation to the degree of risk perceived in its assets and
its off-balance sheet items. Under the risk-based capital guidelines, capital is
divided into two "tiers." Tier 1 capital consists of common shareholders'
equity, noncumulative and cumulative perpetual preferred stock, and minority
interests. Goodwill is subtracted from the total. Tier 2 capital consists of the
allowance for loan losses, hybrid capital instruments, term subordinated debt
and intermediate term preferred stock. Banks are required to maintain a minimum
risk-based capital ratio of 8%, with at least 4% consisting of tier 1 capital.

         The second measure of capital adequacy relates to the leverage ratio.
The FDIC has established a 3% minimum leverage ratio requirement. The leverage
ratio is computed by dividing tier 1 capital into total assets. In the case of
the Bank and other banks that are experiencing growth or have not received the
highest regulatory rating from their primary regulator, the minimum leverage
ratio should be 3% plus an additional cushion of at least 1% to 2%, depending
upon risk profiles and other factors.

         Management believes that the net proceeds of the Offering will enable
the Company to satisfy its capital


                                       18
<PAGE>

requirements for at least the next 12 months following the opening of the Bank.

ITEM 7. FINANCIAL STATEMENTS

         The consolidated financial statements of the Company, including notes
thereto, and the report of independent certified public accountants are included
in this Report beginning at page F-1 and are incorporated herein by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         There has been no occurrence requiring a response to this Item.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

         Each person listed below has been a director of the Company since May
31, 2001. Directors of the Company serve staggered terms, which means that
one-third of the directors are elected each year at the Company's annual meeting
of shareholders. The initial term of the Class I directors expires in 2002, the
initial term of the Class II directors expires in 2003 and the initial term of
the Class III directors expires in 2004. Thereafter, each director will serve
for a term of three years. The Company's officers are appointed by the Board of
Directors and hold office at the will of the Board of Directors.

DIRECTORS OF THE COMPANY

         JACK L. FOREHAND, age 64, has served as a Class I director of the
Company since May 31, 2001. Mr. Forehand serves as the president of Savannah
Professional Maintenance, and has held this position for more than five years.
Mr. Forehand is a member of the Building Service Contractors Association
International and was previously a board member of the Bethesda Home for Boys.

         BRIAN R. FOSTER, age 53, has served as a Class I director of the
Company since May 31, 2001 and is also a director of the Bank. Mr. Foster also
serves as president and chief executive officer of the Company, and is the
president and chief executive officer of the Bank. Mr. Foster served in a
variety of banking positions with Bank of America and its predecessors for
approximately 31 years before retiring in August 2000. From 1999 through August
2000, Mr. Foster served as director of marketing strategy for business banking
nationally. From 1996 through 1999, he served as president of Arkansas
operations and also as midwest regional executive for business banking and
premier banking. Mr. Foster served as president of Savannah operations from 1988
through 1996, as well as South Georgia regional community banking executive and
statewide executive for business banking and professional and executive banking.
Mr. Foster graduated from the University of Georgia in 1971 and from the Stonier
Graduate School of Banking at Rutgers University. Mr. Foster served as the
chairman of the Savannah Area Chamber of Commerce, the Savannah Development and
Renewal Authority, the United Way of the Coastal Empire Board and Candler
Hospital Foundation, and was also a member of a number of other business and
civic organizations in the Savannah area, including the Savannah Economic
Development Authority and the Savannah Rotary Club. Mr. Foster was also a board
member of the Georgia Bankers Association and the Georgia State Ethics
Commission.

         STEPHEN S. GREEN, age 53, has served as a Class II director of the
Company since May 31, 2001 and is also a director of the Bank. Mr. Green serves
as the president of Stephen Green Properties, Inc., and has held this position
for more than five years. Mr. Green is a graduate of the University of Georgia.
Mr. Green serves as a commissioner of the Savannah Airport Commission, as the
president of the board of directors of Armstrong Atlantic State University
Foundation, as a member of the board of directors and executive committee of the
Savannah Area Chamber of Commerce, and is a member of the commissioners'
steering group of the Airport Council International.


                                       19
<PAGE>

         G. EDISON HOLLAND, age 49, has served as a Class II director of the
Company since May 31, 2001. Mr. Holland has served as General Counsel and
Executive Vice President of The Southern Company since May of 2001. From 1997
through May 2001, Mr. Holland served as the president and chief executive
officer of Savannah Electric & Power Co. From 1994 through 1997, Mr. Holland
served as vice president of generation and transmission and corporate counsel of
Gulf Power Co. in Pensacola, Florida. Mr. Holland graduated from Auburn
University in 1975 and received his law degree from the University of Virginia
in 1978. Mr. Holland served as the vice chairman of the Savannah Economic
Development Authority and is a member of the board of directors of the
Southeastern Electric Exchange, the Edison Electric Institute and the Electric
Power Research Institute. Mr. Holland has previously served on the Savannah
advisory board of SunTrust Bank.

         WALTER N. LEWIS, age 48, has served as a Class III director of the
Company since May 31, 2001. Mr. Lewis serves as vice president of J.C. Lewis
Motor Co., a position he has held for more than five years. Mr. Lewis is a
graduate of the University of Georgia. Mr. Lewis presently serves as a director
of the Bethesda Home for Boys and has previously served as a director of the
Georgia Automobile Dealers Association and as president of the Savannah
Automobile Dealers Association. Mr. Lewis previously served as a director of
Savannah Bank & Trust prior to First Union's acquisition of the bank.

         JAMES R. LIENTZ, JR., age 58, has served as a Class III director of the
Company since May 31, 2001. Mr. Lientz retired as president of the MidSouth
Banking Group of Bank of America in December 2000, a position he had held since
September 1996. Mr. Lientz serves as a director of Georgia Power Company. Mr.
Lientz graduated from the Georgia Institute of Technology in 1965 and received a
Masters of Business Administration from Georgia State University in 1971. Mr.
Lientz presently serves as a trustee of Rhodes College in Memphis, Tennessee and
as a trustee of the Georgia Tech Foundation. Mr. Lientz previously served as
chairman of the Georgia Chamber of Commerce and as the chairman of the Metro
Atlanta Chamber of Commerce. Mr. Lientz is the brother of John G. Lientz, who is
the secretary of the Company and the Bank.

DIRECTORS OF THE BANK

         SYLVAN M. BYCK, JR., age 72, has served as director of the Bank since
the completion of its organization. Mr. Byck operates Byck Management Company, a
real estate management firm, and has held this position for more than five
years. Mr. Byck is a graduate of the University of Alabama. Mr. Byck serves as
the president of the Savannah Waterfront Association and is a member of the
Georgia Lottery Board. Mr. Byck has previously served as vice-chairman of the
Georgia Ports Authority, and as chairman of the Metropolitan Planning
Commission.

         ROBERT M. CHU, age 50, has served as director of the Bank since the
completion of its organization. Mr. Chu serves as the chief executive officer of
Aimi, Inc., dba Chu's Convenience Marts, and has held this position for more
than five years. Mr. Chu, a certified public accountant, is a graduate of the
Terry College of Business of the University of Georgia. Mr. Chu is a board
member of the Savannah Area Chamber of Commerce, is an Advisory Council member
of the Business Outreach Services of the University of Georgia, and was
previously a member of the board of directors of the Small Business Assistance
Corp., a non-profit small business development organization.

         BENNY H. CURL, age 55, has served as director of the Bank since the
completion of its organization. Mr. Curl has been the owner of Byrd Cookie
Company since 1988, and presently serves as its president and chief executive
officer. From 1975 through 1993, Mr. Curl a certified public accountant, was the
owner and a manager of an Atlanta based public accounting firm which emphasized
tax planning for high income individuals. Mr. Curl is a graduate of the
University of Georgia. Mr. Curl serves as the treasurer and as a director of the
National Association of Specialty Foods Trade, and has previously served as
president and as a board member of the Georgia Specialty Food and Wine
Association. In addition, Mr. Curl has served on a number of state and national
boards and committees relating to the accounting profession.


                                       20
<PAGE>

         DEXTER E. ELLIOT, age 51, has served as director of the Bank since the
completion of its organization. Mr. Elliot serves as the president of Southern
Paper Recovery, Inc., a paper recycling firm, and has held this position for
more than five years. Mr. Elliot is a graduate of the University of Florida,
where he received a B.S. in Accounting. Mr. Elliot is a member of the Savannah
Area Chamber of Commerce.

         WILLIAM L. GRAINGER, age 55, has served as director of the Bank since
the completion of its organization. Mr. Grainger presently serves as president
of Grainger Companies, Inc., an automotive sales company, and has held this
position for more than five years. In addition, Mr. Grainger previously served
as president of Grainger Honda, Inc. Mr. Grainger presently is a member of the
Savannah Economic Development Authority Advisory Board in Savannah, and
previously was a member of the board of directors of AmeriBank, a member of the
Savannah advisory board of Bank of America, and was a trustee and executive
board member of the Savannah College of Art & Design.

         ROBERT L. HARRISON, age 62, has served as director of the Bank since
the completion of its organization. Mr. Harrison serves as the president and
chief executive officer of Stevens Shipping & Terminal Co., and has held this
position for more than five years. Mr. Harrison is a graduate of Princeton
University. Mr. Harrison serves as a director of the Imperial Sugar Company and
the Savannah Economic Development Authority, as the vice president and a
director of Savannah on Stage, as a trustee of the Savannah Country Day School,
and as the co-chair and trustee of the Savannah Employers & ILA Pension/Welfare
Fund. Mr. Harrison previously served on the Savannah advisory board of Bank of
America.

         DONALD A. KOLE, age 71, has served as director of the Bank since the
completion of its organization. Mr. Kole presently serves as the chief executive
officer of Kole Investment Co., and has held this position for more than five
years. Mr. Kole is a graduate of Boston University. Mr. Kole presently serves as
the vice-chairman of the Union Mission, board chairman of the Hospice Savannah
Foundation and state treasurer of the Georgia Historical Society. Mr. Kole has
previously served as president of the Savannah Jewish Federation, president of
WSVH Radio, chairman of the Savannah Development and Renewal Authority,
president of the Jewish Educational Alliance. Mr. Kole is also a member of the
Savannah Housing Authority and the Armstrong Atlantic State Foundation Board.
Mr. Kole previously served as a member of the Savannah advisory board of Bank of
America.

         JAMES T. TURNER, JR., age 51, has served as director of the Bank since
the completion of its organization. Mr. Turner has served as president of the
J.T. Turner Construction Co., Inc. since 1976. From 1974 through 1976, Mr.
Turner served as loan control officer and branch manager of Home Federal Savings
and Loan in Savannah. Mr. Turner is a graduate of Mercer University. Mr. Turner
previously served on the Savannah advisory boards of both BB&T and Bank South.

COMMITTEES OF THE BOARDS OF DIRECTORS

         The Bank has established the following committees. In the future, the
Bank expects to add additional members to each of its committees.

         PERSONNEL AND COMPENSATION COMMITTEE. The Bank's personnel and
compensation committee sets compensation levels for officers of the Bank,
reviews management organization and development, reviews significant employee
benefit programs and establishes and administers executive compensation
programs, including a stock option plan. The members of the committee are
Stephen S. Green, Donald A. Kole and James T. Turner, Jr.

         AUDIT AND COMPLIANCE COMMITTEE. The Bank's audit and compliance
committee recommends to the board of directors the independent public
accountants selected to audit the annual financial statements and approves any
special assignments given to the independent public accountants. The committee
also reviews the planned scope of the annual audit, any changes in accounting
principles and the effectiveness and efficiency of Bank's internal accounting
staff. Additionally, the committee provides oversight to the Bank's compliance
staff for adherence with regulatory rules and regulations, including the
Community Reinvestment Act. The committee has established appropriate levels of
directors and officers insurance and blanket bond insurance. The members of the
committee are Sylvan M. Byck, Jr., Benny H. Curl and Donald A. Kole.


                                       21
<PAGE>

         LOAN COMMITTEE. The Bank's loan committee reviews any loan request made
by a potential borrower over an established credit threshold for compliance with
the Bank's lending policies and federal and state rules and regulations
governing extensions of credit. After making this review, the committee decides
whether to extend credit to the potential borrower. In addition, the committee
has the responsibility for establishing and approving, in conjunction with
management, all major policies and procedures pertaining to loan policy. The
committee also reviews all past due reports, non-accrual reports, and other
indicators of overall loan portfolio quality, and establishes measurements for
determining the adequacy of the Bank's loan loss reserve. The members of the
loan committee are Sylvan M. Byck, Jr., Robert M. Chu, William L. Grainger,
Stephen S. Green and Robert L. Harrison.

         INVESTMENT/ASSET-LIABILITY COMMITTEE. The Bank's
investment/asset-liability committee provides guidance to the board of directors
in balancing the yields and maturities of the Bank's loans and investments to
those of its deposits. Additionally, the committee works closely with the board
of directors to plan annual budgets and develop three to five year strategic
plans. The members of the committee are Benny H. Curl, Dexter E. Elliot and
James T. Turner, Jr.

ADDITIONAL EXECUTIVE OFFICERS OF THE COMPANY

         WILLIAM M. AUSTIN, age 65, has served as the chief operating officer of
the Company and is the Bank since March 1, 2001. Mr. Austin served in a number
of banking positions over his 35 year career with Bank of America and its
predecessors, including senior administrative officer, responsible for human
resources, comptroller, proof, bookkeeping, properties and bank security. Mr.
Austin attended Armstrong State College and is a graduate of the University of
Wisconsin School of Banking. Mr. Austin has served as president of the Savannah
Chapter of Bank Administration Institute, as the chairman of the Marshland
Foundation and as a board member of the Savannah Vocational School.

         ANN B. CROWDER, age 59, has served as the senior credit officer of the
Company and the Bank since March 1, 2001. Ms. Crowder served in a number of
banking positions over her 22 year career with Bank of America and its
predecessors. From 1998 through 2000, Ms. Crowder served as market president for
Hall County, Georgia, where she was responsible for all lines of business in
Hall County. From 1992 through 1998 she managed a loan portfolio of private bank
clients and led a team of 12 lenders, trust officers and administrators. From
1982 to 1992 she managed a commercial loan portfolio, and from 1978 to 1982 she
was responsible for credit analysis and review of the Savannah loan portfolio.
Ms. Crowder is a graduate of Winthrop College, the graduate program at the
University of South Carolina, and the executive program in finance and credit
analysis at Stanford University. Ms. Crowder has served on the boards of the
Savannah Economic Development Authority, the Savannah Chamber of Commerce, the
Boy Scouts of America, the Savannah Food Bank. Ms. Crowder served on the
Savannah/Chatham Board of Public Education for eight years, and served as
president in 1990. While in Hall County, she served on the boards of the Brenau
University Foundation, as treasurer of the Gainesville College Advisory Board,
as president of the Quinlan Visual Arts Center, as vice-president of the
American Red Cross, the Elachee Nature Science Center, as chairperson of the
Success by Six Program of the United Way of Hall County, and was the chairperson
of the Hall County Commission on Children and Families.

         MICHAEL E. VIERS, age 39, has served as the senior lending officer of
the Company and is the Bank since April 26, 2001. Mr. Viers served in a number
of banking positions over a 15 year career with Bank of America and its
predecessors. From 1995 through April 2001, Mr. Viers was the senior vice
president and market manager for Small Business and Premier Banking for its
Georgia Market outside of Atlanta. From 1997 to 1998, he served as president of
First Federal Savings Bank, Brunswick, Georgia, a wholly owned subsidiary of
Bank of America. From 1993 through August 1995, Mr. Viers worked in the
commercial banking group. From 1987 through 1992, Mr. Viers worked in the large
corporate loan processing office in Chicago, Illinois. He began his career with
the bank in 1985 in the corporate management training program. Mr. Viers is a
graduate of the University of Georgia, Leadership Georgia and Leadership
Savannah. He is a board member of the Candler Foundation, Savannah Sports
Council, Community Housing Services Agency, Downtown Rotary Club and Team
Savannah.


                                       22
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The Company was incorporated on February 13, 2001, and consequently,
does not have historical compensation information for the requisite period
required to be reported under the rules promulgated by the Securities and
Exchange Commission. Accordingly, the following table shows information from
February 13, 2001 through December 31, 2001 with regard to compensation for
services rendered in all capacities to the Company by its president and chief
executive officer. No other executive officer received compensation for services
rendered in all capacities to the Company in excess of $100,000 during the last
fiscal year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 ANNUAL COMPENSATION
                                                          --------------------------------------------------------
          NAME AND                                                                                   OTHER ANNUAL
     PRINCIPAL POSITION                YEAR               SALARY ($)            BONUS ($)          COMPENSATION ($)
     ------------------                ----               ----------            ---------          ----------------
<S>                                    <C>                <C>                   <C>                <C>
Brian R. Foster,                       2001                131,247(1)              -0-                   -0-
President and
Chief Executive Officer
</TABLE>

--------------
(1)      Represents salary from March 1, 2001 through December 31, 2001. See "-
         Employment Agreement" below.

EMPLOYMENT AGREEMENT

         Effective March 1, 2001, the Company entered into an employment
agreement with Brian R. Foster regarding Mr. Foster's employment as president
and chief executive officer of the Company and the Bank. Under the terms of the
agreement, Mr. Foster receives a base salary of $175,000 per year, subject to
annual increases in an amount the Company's board of directors shall determine
appropriate of not less than 5% per year. The agreement provides that at the end
of each year, Mr. Foster will be entitled to receive a cash bonus, to be awarded
by the Bank's board of directors, based on the Bank's performance. The agreement
also provided for the grant to Mr. Foster of an incentive stock option to
purchase up to 75,000 shares of the Company's common stock following the
completion of the Offering in January 2002, at an exercise price of $10.00 per
share. The option will vest over five years, with 40% becoming exercisable on
the one-year anniversary of Mr. Foster's employment, and with 20% becoming
exercisable for each of the next three years of continued employment. Mr. Foster
is also provided with an automobile allowance of $600 per month and initiation
fees and monthly dues for two social clubs.

         The initial term of the employment agreement commenced on March 1,
2001, and will continue for a period of five years. At the end of the initial
term of the agreement, and at the end of each year thereafter, the agreement
will be extended for a successive one-year period unless one of the parties to
the agreement notifies the other parties of his or its intent not to extend the
agreement. Employment under the agreement may be terminated:

         -        by the Bank for cause (as defined in the employment
                  agreement);

         -        by Mr. Foster if the Bank breaches any material provision of
                  the employment agreement or there is a material diminution in
                  his duties or responsibilities; and

         -        upon Mr. Foster's death or disability.


                                       23
<PAGE>

         If the Bank terminates Mr. Foster's employment without cause or if Mr.
Foster terminates employment due to a material breach by the Bank, the Bank will
be required to pay the compensation and provide the health and dental insurance
coverage due under the agreement for a period of 12 months from the date of
termination. If the employment of Mr. Foster is terminated for any reason other
than by non-renewal of the agreement by the Company or the Bank, Mr. Foster will
be prohibited from competing with the Bank or soliciting its customers or
employees within the 50-mile radius of the Bank's main office for two years
after the date of termination.

         In the event of a change in control of the Company, Mr. Foster will be
entitled, for a period of 90 days after the change of control, and at his
election, to deliver notice to the Company of the termination of the employment
agreement, whereupon the Company will be required to make a lump sum payment to
Mr. Foster in an amount equal to two times his then current compensation and
benefits, including salaries, bonuses and all perquisites.

STOCK OPTION PLAN

         GENERAL. The Company has adopted a stock option plan that provides it
with the flexibility to grant stock incentives to key employees, officers,
directors, consultants and advisers for the purpose of giving them a proprietary
interest in, and to encourage them to remain in the employ or service of, the
Company and the Bank. The Company's board of directors has reserved 150,000
shares of its common stock for issuance through options that may be granted
under the stock option plan. The number of shares reserved for issuance may
change in the event of a stock split, recapitalization or similar event as
described in the plan.

         ADMINISTRATION. It is expected that a committee of the Company's board
of directors, which will be comprised of at least two non-employee directors,
will administer the plan. The Company's board of directors will consider the
standards contained in both Section 162(m) of the Internal Revenue Code of 1986,
as currently in effect and Rule 16b-3 under the Securities Exchange Act, when
appointing members to the committee. The committee and the board of directors
will have the authority to grant awards under the plan, to determine the terms
of each award, to interpret the provisions of the plan and to make all other
determinations that they may deem necessary or advisable to administer the plan.

         The plan permits the committee or the board of directors, to grant
stock options to eligible persons. Options may be granted on an individual basis
or to a group of eligible persons. Accordingly, the committee or the board of
directors, will determine, within the limits of the plan, the number of shares
of the Company's common stock subject to an option, to whom an option is granted
and the exercise price and forfeiture or termination provisions of each option.
A holder of a stock option generally may not transfer the option during his or
her lifetime.

         OPTION TERMS. The plan provides for incentive stock options and
non-qualified stock options. The committee or the board of directors will
determine whether an option is an incentive stock option or a non-qualified
stock option when it grants the option, and the option will be evidenced by an
agreement describing the material terms of the option.

         The committee or the board of directors will determine the exercise
price of an option. The exercise price of an incentive stock option may not be
less than the fair market value of the Company's common stock on the date of the
grant, or less than 110% of the fair market value if the participant owns more
than 10% of the Company's outstanding common stock. When the incentive stock
option is exercised, the Company will be entitled to place a legend on the
certificates representing the shares of common stock purchased upon exercise of
the option to identify them as shares of common stock purchased upon the
exercise of an incentive stock option. The exercise price of non-qualified stock
options may be greater than, less than or equal to the fair market value of the
common stock on the date that the option is awarded, based upon any reasonable
measure of fair market value. The committee may permit the exercise price to be
paid in cash or by the delivery of previously owned shares of common stock, and,
if permitted in the applicable option agreement, through a cashless exercise
executed through a broker or by having a number of shares of common stock
otherwise issuable at the time of exercise withheld.

         The committee or the board of directors will also determine the term of
an option. The term of an incentive stock option or non-qualified stock option
may not exceed ten years from the date of grant, but any incentive stock


                                       24
<PAGE>

option granted to a participant who owns more than 10% of the Company's
outstanding common stock will not be exercisable after the expiration of five
years after the date the option is granted. Subject to any further limitations
in the applicable agreement, if a participant's employment terminates, an
incentive stock option will terminate and become unexercisable no later than
three months after the date of termination of employment. If, however,
termination of employment is due to death or disability, one year will be
substituted for the three-month period. Incentive stock options are also subject
to the further restriction that the aggregate fair market value, determined as
of the date of the grant, of the Company's common stock as to which any
incentive stock option first becomes exercisable in any calendar year is limited
to $100,000 per recipient. If incentive stock options covering more than
$100,000 worth of the Company's common stock first become exercisable in any one
calendar year, the excess will be non-qualified options. For purposes of
determining which options, if any, have been granted in excess of the $100,000
limit, options will be considered to become exercisable in the order granted.

         TERMINATION OF OPTIONS. The terms of particular options may provide
that they terminate, among other reasons, upon the holder's termination of
employment or other status with the Company or the Bank, upon a specified date,
upon the holder's death or disability, or upon the occurrence of a change in
control of the Company. An agreement may provide that if the holder dies or
becomes disabled, the holder's estate or personal representative may exercise
the option. The committee or the board of directors, may, within the terms of
the plan and the applicable agreement, cancel, accelerate, pay or continue an
option that would otherwise terminate for the reasons discussed above.

         REORGANIZATIONS. The plan provides for an appropriate adjustment in the
number and kind of shares subject to unexercised options in the event of any
change in the outstanding shares of the Company's common stock by reason of a
stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger or similar event. In the event of some types of
corporate reorganizations, the committee or the board of directors, may, within
the terms of the plan and the applicable agreement, substitute, cancel,
accelerate, cancel for cash or otherwise adjust the terms of an option.

         AMENDMENT AND TERMINATION OF THE PLAN. The Company's board of directors
has the authority to amend or terminate the plan. The Company's board of
directors is not required to obtain shareholder approval to terminate the plan
or, generally, to amend the plan, but may condition any amendment or termination
of the plan upon shareholder approval if it determines that shareholder approval
is necessary or appropriate under tax, securities, or other laws. However, any
action by the board of directors may not adversely affect the rights of a holder
of a stock option without the holder's consent.

DIRECTOR COMPENSATION

         The directors of the Company and the Bank will not be compensated
separately for their services as directors until the Bank becomes cumulatively
profitable. Thereafter, the Company and the Bank will adopt compensatory
policies for their directors that conform to applicable law.


                                       25
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth certain information regarding the shares
of the Company's common stock owned as of March 1, 2002, (i) by each person who
beneficially owned more than 5% of the shares of the Company's common stock,
(ii) by each of the Company's directors and the Company's executive officers
named in the summary compensation table above, and (iii) by all of the Company's
directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                          SHARES OF COMMON STOCK                 PERCENT OF
             BENEFICIAL OWNER                              BENEFICIALLY OWNED(1)             OUTSTANDING SHARES
             ----------------                             -----------------------            ------------------
<S>                                                       <C>                                <C>
5% BENEFICIAL OWNERS

Sylvan M. Byck, Jr.                                              100,000                           6.7
2 E. Perry Lane
Savannah, Georgia  31401

Benny H. Curl                                                    100,000                           6.7
704 View Point Drive
Savannah, Georgia  31406

Robert S. Jepson, Jr.                                            100,000                           6.7
8 Shellworth Crossing
Savannah, Georgia  31411

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Jack L. Forehand                                                  15,000                           1.0
3 Wymberly Point Road
Savannah, Georgia  31406

Brian R. Foster                                                   30,000                           2.0
305 E. Charlton Street
Savannah, Georgia  31401

Stephen S. Green                                                  60,000                           4.0
306 E. Charlton Street
Savannah, Georgia  31401

G. Edison Holland, Jr.                                            10,000                             *
104 Johston Street
Savannah, Georgia  31401

Walter N. Lewis                                                   25,000                           1.7
9505 Abercorn Street
Savannah, Georgia  31406

James R. Lientz, Jr.                                              15,000                           1.0
770 Arden Close
Atlanta, Georgia  30327

All directors and executive officers as a group                  195,000                          13.0
(9 Persons)(3)
</TABLE>


                                       26
<PAGE>

--------------

(*)      Less than 1%
(1)      Determined in accordance with Rule 13d-3 under the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"). Information with respect
         to beneficial ownership is based upon information furnished by each
         owner.
(2)      Also serve as directors of the Bank, the Company's wholly-owned
         subsidiary.
(3)      Does not reflect the share ownership of eight individuals who serve as
         directors of the Bank. These individuals hold an aggregate of 245,000
         shares of the Company's common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company expects to enter into banking and other business
transactions in the ordinary course of business with its organizers, directors
and officers, including members of their families or corporations, partnerships
or other organizations in which these organizers, directors and officers have a
controlling interest. If transactions between the Company or the Bank and any of
its organizers, directors or officers occur, the transaction:

         -        will be on substantially the same terms, including price or
                  interest rate and collateral, as those prevailing at the time
                  for comparable transactions with unrelated parties, and any
                  banking transactions will not be expected to involve more than
                  the normal risk of collectibility or present other unfavorable
                  features to us;

         -        will be on terms no less favorable than could be obtained from
                  an unrelated third party; and

         -        will be approved by a majority of the directors, including a
                  majority of the directors who do not have an interest in the
                  transaction.

         John G. Lientz, a shareholder and corporate secretary of the Company
and the Bank, is a partner in the law firm of Bouhan, Williams & Levy LLP.
Bouhan, Williams & Levy LLP provided legal services to the Company and the Bank
in connection with its organization and is expected to continue to provide legal
services to the Company and the Bank during the next fiscal year.

         In addition, after considering several locations near Oglethorpe Mall,
Robert M. Chu, one of the Bank's organizers, entered into an agreement to
purchase the property that will eventually serve as the location for the Bank's
main office, for a purchase price of $785,000. Mr. Chu assigned his rights under
the agreement to the Company and received $5,000 as consideration, equal to the
amount of Mr. Chu's earnest money deposit on the property. On August 1, 2001,
the Company acquired the property for a purchase price of $785,000.

         In addition, the Company has contracted with J.T. Turner Construction
Co., Inc., a construction company owned by James T. Turner, Jr., a director of
the Bank, to construct the Bank's future main office and branch office
facilities described in "Item 2. - Properties" above. The Company accepted bids
for the construction of these facilities and selected Mr. Turner's company as a
result of it submitting the lowest bid.

         The Company also acquired furniture from Robert S. Jepson, Jr., one of
its organizers, for a purchase price of $45,000. Mr. Jepson allowed the Company
to defer payment of the purchase price for the furniture until the Bank began
its banking operations. A used furniture dealer assisted the Company's
management in establishing the purchase price for the furniture acquired from
Mr. Jepson.

         The Company conducting its organizational activities from a facility
owned by Sylvan M. Byck, one of its organizers. The initial term of the lease
expired on August 31, 2001, at which time the lease became a month to month
lease. The monthly rental fee for this temporary office space is $2,167 per
month.


                                       27
<PAGE>

                                     PART IV


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K


         (a)      Exhibits. Periodic reports, registration statements and other
information filed by the Company with the SEC pursuant to the informational
requirements of the Securities Act of 1993, as amended and the Securities
Exchange Act of 1934, as amended may be inspected and copied at the SEC's Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and the public
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site
(http://www.sec.gov) that makes available reports, proxy statements and other
information regarding the Company.

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER       DESCRIPTION
       -------      -----------
       <S>          <C>
          3.1       Articles of Incorporation (incorporated by reference to
                    Exhibit 3.1 to the Company's Current Report on Form 8-K,
                    filed with the Commission on February 7, 2002).

          3.2       Bylaws (incorporated by reference to Exhibit 3.2 of the
                    Company's Registration Statement on Form SB-2 (File No.
                    333-65066)).

          4.1       Specimen Common Stock Certificate (incorporated by reference
                    to Exhibit 4.1 of the Company's Registration Statement on
                    Form SB-2 (File No. 333-65066)).

          4.2       See Exhibits 3.1 and 3.2 for provisions of the Articles of
                    Incorporation and Bylaws defining rights of holders of the
                    Common Stock

          4.3       Form of Organizer Warrant Agreement (incorporated by
                    reference to Exhibit 4.3 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).

          10.1      Lease Agreement, dated February 12, 2001, by and between
                    Southpoint Building, LLC and the Company (Temporary Office)
                    (incorporated by reference to Exhibit 10.1 of the Company's
                    Registration Statement on Form SB-2 (File No. 333-65066)).

          10.2      Assignment Agreement, dated as of June 14, 2001, by and
                    among the Company, Robert M. Chu and Paul Yao, relating to
                    that certain Real Estate Purchase Agreement by and between
                    Robert M. Chu and Paul Yao (incorporated by reference to
                    Exhibit 10.2 of the Company's Registration Statement on Form
                    SB-2 (File No. 333-65066)).

          10.3      Employment Agreement, dated March 1, 2001, by and among the
                    Bank, the Company and Brian R. Foster (incorporated by
                    reference to Exhibit 10.3 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).(*)

          10.4      Employment Agreement, dated March 1, 2001, by and among the
                    Bank, the Company and William M. Austin (incorporated by
                    reference to Exhibit 10.4 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).(*)

          10.5      Employment Agreement, dated March 1, 2001, by and among the
                    Bank, the Company and Ann B. Crowder (incorporated by
                    reference to Exhibit 10.5 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).(*)

          10.6      Employment Agreement, dated April 26, 2001, by and among the
                    Bank, the Company and Michael E. Viers (incorporated by
                    reference to Exhibit 10.6 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).(*)
</TABLE>


                                       28
<PAGE>

<TABLE>
          <S>       <C>
          10.7      Organizing Line of Credit, dated February 15, 2001, by and
                    among the Company, as Borrower, Nexity Bank, as Lender, and
                    the Organizers, as Guarantors (incorporated by reference to
                    Exhibit 10.7 of the Company's Registration Statement on Form
                    SB-2 (File No. 333-65066)).

          10.8      Stock Option Plan (incorporated by reference to Exhibit 10.8
                    of the Company's Registration Statement on Form SB-2 (File
                    No. 333-65066)).(*)

          10.9      Form of Incentive Stock Option (incorporated by reference to
                    Exhibit 10.9 of the Company's Registration Statement on Form
                    SB-2 (File No. 333-65066)).(*)

          10.10     Form of Non-Qualified Stock Option (incorporated by
                    reference to Exhibit 10.10 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).(*)

          10.11     Form of Escrow Agreement, by and between the Company and The
                    Bankers Bank (incorporated by reference to Exhibit 10.11 of
                    the Company's Registration Statement on Form SB-2 (File No.
                    333-65066)).

          10.12     Form of Organizer Warrant Agreement (contained in Exhibit
                    4.3)

          10.13     Real Estate Purchase Agreement, dated April 26, 2001, by and
                    between DPD Enterprises, Inc. and the Company (incorporated
                    by reference to Exhibit 10.13 of the Company's Registration
                    Statement on Form SB-2 (File No. 333-65066)).

          10.14     Loan Agreement, by and among the Company, as Borrower,
                    Nexity Bank, as Lender, and the Organizers, as Guarantors
                    (incorporated by reference to Exhibit 10.14 of the Company's
                    Registration Statement on Form SB-2 (File No. 333-65066)).

          10.15     Loan Agreement, by and among the Company, as Borrower,
                    Nexity Bank, as Lender, and the Organizers, as Guarantors
                    (incorporated by reference to Exhibit 10.15 of the Company's
                    Registration Statement on Form SB-2 (File No. 333-65066)).

          10.16     Letter of Intent, dated September 21, 2001, by and among the
                    Company, Tattnall Bancshares, Inc. and The Tattnall Bank
                    (incorporated by reference to Exhibit 10.16 of the Company's
                    Registration Statement on Form SB-2 (File No. 333-65066)).

          10.17     Purchase and Assumption Agreement, dated October 22, 2001,
                    between the Company and The Tattnall Bank (incorporated by
                    reference to Exhibit 99.1 to Company's Current Report on
                    Form 8-K, filed with the Commission on November 6, 2001).

          21.1      Subsidiaries of the Registrant
</TABLE>

--------------

(*)       Compensation Plan or Arrangement required to be listed as an exhibit
          to Form 10-KSB.

         (b)      Reports on Form 8-K.

         On November 6, 2001, the Company filed a Current Report on Form 8-K to
announce that it had entered into an Purchase and Assumption Agreement, dated
October 22, 2001, with The Tattnall Bank, pursuant to which the Bank would
acquire the performing loans and assume certain deposit and other liabilities of
the Savannah branch office of The Tattnall Bank. The Company had previously
announced that it had entered into a Letter of Intent on September 21, 2001 with
respect to the acquisition.


                                       29
<PAGE>

                               FCB FINANCIAL CORP.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT

                                DECEMBER 31, 2001
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A Development Stage Enterprise)

                                FINANCIAL REPORT
                                December 31, 2001

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
Independent Auditor's Report..............................................................................  F-2

Balance Sheet, December 31, 2001..........................................................................  F-3

Statement of Operations, Period from February 13, 2001,
     Date of Inception, to December 31, 2001..............................................................  F-4

Statement of Changes in Organizers' Deficit, Period from
     February 13, 2001, Date of Inception, to December 31, 2001...........................................  F-5

Statement of Cash Flows, Period from February 13, 2001,
     Date of Inception, to December 31, 2001..............................................................  F-6

Notes to Financial Statements.............................................................................  F-7
</TABLE>

<PAGE>

               Report of Independent Certified Public Accountants



The Directors
FCB Financial Corporation
Savannah, Georgia

         We have audited the accompanying balance sheet of FCB Financial
Corporation (a development stage enterprise) as of December 31, 2001 and the
related statements of operations, changes in organizers' deficit and cash flows
for the period from February 13, 2001 (date of inception) through December 31,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FCB Financial
Corporation (a development stage enterprise) as of December 31, 2001 and the
results of its operations and its cash flows for the period from February 13,
2001 through December 31, 2001 in conformity with accounting principles
generally accepted in the United States.

                                             Respectfully submitted,



                                             /s/ Hancock, Askew & Co.


Savannah, Georgia
February 11, 2002


                                      F-2
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                DECEMBER 31, 2001


<TABLE>
<S>                                                                                <C>
                                     ASSETS

Cash                                                                               $     50,298
Cash in Escrow                                                                       12,383,134
Prepaid Expenses                                                                          6,077
Security Deposits                                                                        37,607
Deferred Stock Offering Costs                                                           128,680
Property                                                                              2,034,465
                                                                                   ------------

                                                                                   $ 14,640,261
                                                                                   ============

                       LIABILITIES AND ORGANIZERS' EQUITY

LIABILITIES
     Accrued Expenses                                                              $     36,832
     Accounts Payable                                                                    76,834
     Line of Credit                                                                     750,000
     Notes Payable                                                                    2,265,000
                                                                                   ------------
                                                                                      3,128,666
                                                                                   ============

ORGANIZERS' EQUITY
     Preferred Stock, Par Value $1 Per
       Share, 10,000,000 Shares Authorized,
       No Shares Issued
     Common Stock, Par Value $1 Per Share,
       100,000,000 Shares Authorized, 100
       Shares Issued and Outstanding                                                        100
     Additional Paid-In Capital                                                             900
     Common Stock Subscribed                                                         12,353,060
     Deficit Accumulated During the
       Development Stage                                                               (842,465)
                                                                                   ------------
                                                                                     11,511,595
                                                                                   ------------

                                                                                   $ 14,640,261
                                                                                   ============
</TABLE>

                   The accompanying notes are an integral part
                          of this financial statement.


                                      F-3
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS
            FOR THE PERIOD FROM FEBRUARY 13, 2001 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2001


<TABLE>
<S>                                                                                <C>
INTEREST EARNED FROM ESCROW                                                        $     30,074
                                                                                   ------------

EXPENSES
     Salaries and Payroll Taxes                                                         510,538
     Professional Fees                                                                   88,266
     Advertising and Public Relations                                                    44,208
     Membership Dues and Initiation Fees                                                 18,213
     Charter Application Costs                                                           67,314
     Depreciation                                                                           600
     Insurance                                                                           19,669
     Rent                                                                                25,289
     Communications                                                                       6,277
     Office                                                                               7,249
     Interest                                                                            55,535
     Taxes and Licenses                                                                  16,433
     Travel and Entertainment                                                             2,883
     Miscellaneous                                                                       10,065
                                                                                   ------------
       Loss Before Provision for Income Taxes                                           872,539
                                                                                   ------------

PROVISION FOR INCOME TAXES                                                                    0
                                                                                   ------------

NET LOSS                                                                           $   (842,465)
                                                                                   ============
</TABLE>

                   The accompanying notes are an integral part
                          of this financial statement.


                                      F-4
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   STATEMENT OF CHANGES IN ORGANIZERS' DEFICIT
              FOR THE PERIOD FEBRUARY 13, 2001 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                                             Deficit
                                                                           Accumulated
                           Common Stock      Additional     Common         During the
                         ---------------      Paid-In       Stock          Development
                         Shares   Amount      Capital     Subscribed          Stage           Total
                         ------  --------   -----------   ----------       -----------     -----------
<S>                      <C>     <C>        <C>           <C>              <C>             <C>
Sale of Stock
   to Organizers          100      $100        $900                                         $     1,000

Common Stock
   Subscribed                                             $12,353,060                        12,353,060

Net Loss                                                                   $ (842,465)         (842,465)
                          ---      ----        ----       -----------      ----------       -----------

                          100      $100        $900       $12,353,060      $ (842,465)      $11,511,595
                          ===      ====        ====       ===========      ==========       ============
</TABLE>

                  The accompanying notes are an integral part
                          of this financial statement.


                                      F-5
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
            FOR THE PERIOD FROM FEBRUARY 13, 2001 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2001


<TABLE>
<S>                                                                                <C>
CASH USED FOR PRE-0PERATING ACTIVITIES
     Net Loss                                                                      $   (842,465)
     Depreciation                                                                           600
     Interest Earned from Escrow                                                        (30,074)
     Security Deposits                                                                  (37,607)
     Prepaid Expenses                                                                    (6,077)
     Accrued Expenses                                                                    36,832
     Accounts Payable                                                                    76,834
                                                                                   ------------
         Cash Used for Pre-Operating Activities                                        (801,957)
                                                                                   ------------

INVESTING ACTIVITY
     Purchase of Property                                                            (2,035,065)
                                                                                   ------------
         Cash Used in Investing Activity                                             (2,035,065)
                                                                                   ------------

FINANCING ACTIVITIES
     Proceeds from Borrowings on Line of Credit                                         750,000
     Proceeds from Borrowings on Notes Payable                                        2,265,000
     Proceeds from Issuance of Common Stock to
       Organizers                                                                         1,000
     Deferred Stock Offering Costs                                                     (128,680)
                                                                                   ------------
         Cash Provided by Financing Activities                                        2,887,320
                                                                                   ------------

CASH - DECEMBER 31, 2001                                                           $     50,298
                                                                                   ============

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash Paid for Interest                                                        $     45,000
                                                                                   ============
</TABLE>

                  The accompanying notes are an integral part
                          of this financial statement.


                                      F-6
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

         FCB Financial Corporation (the "Company") is a Georgia corporation
organized for the purpose of owning and controlling all of the capital stock of
First Chatham Bank (the "Bank"). The Bank was organized as a state bank under
the laws of the State of Georgia.

         The Company is a development stage enterprise as defined by Statement
of Financial Accounting Standard No. 7, "Accounting and Reporting by Development
Stage Enterprises," as it devotes substantially all its efforts to establishing
a new business. The Company's planned principal operations had not commenced and
revenue had not been recognized from the planned principal operations.

          Year-End

          The Company adopted a fiscal year ending on December 31, effective for
          the period ending December 31, 2001. A minimal amount of transactions
          that occurred prior to the Company's incorporation have been combined
          in these financial statements for ease of presentation.

          Estimates

          The financial statements include estimates and assumptions that effect
          the Company's financial position and results of operations and
          disclosure of contingent liabilities. Actual results could differ from
          these estimates.

          Depreciation

          Depreciation is computed on the straight-line method over seven years,
          the assets' expected useful lives.

          Deferred Stock Offering Costs

          Deferred stock offering costs are expenses incurred by the Company in
          connection with the offering and issuance of its stock. The deferred
          stock offering costs will be deducted from the Company's additional
          paid-in capital after the stock offering.


                                      F-7
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES (CONTINUED)

          Organization Costs

          Organization costs include incorporation, legal and consulting fees
          incurred in connection with establishing the Company. In accordance
          with Statement of Position (SOP) 98-5, "Reporting on the Costs of
          Start-Up Activities," organization costs are expensed when incurred.

          Income Taxes

          Income taxes are provided for the tax effects of transactions reported
          in the financial statements and consist of taxes currently due plus
          deferred taxes related primarily to differences between the financial
          reporting and income tax bases of assets and liabilities.

NOTE 2 - PROPERTY

          Property, at cost, consists of the following:

<TABLE>
        <S>                                 <C>
        Office Equipment and Furniture      $      2,791
        Less Accumulated Depreciation               (600)
                                            ------------
                                                   2,191
        Construction in Process                  248,761
        Land                                   1,783,513
                                            ------------
                                            $  2,034,465
                                            ============
</TABLE>

         Deprecation expense charged to pre-operating activity in 2001 was
approximately $600.


                                      F-8
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - LINE OF CREDIT

         The Company has established a $750,000 line of credit with a lender to
fund operating expenses of the Company during the developmental stage. The line
is uncollateralized and is guaranteed on a pro-rata basis by the organizers. The
line bears interest at The Wall Street Journal prime rate less 50 basis points
and expires February 15, 2002. As of December 31, 2001, $750,000 is outstanding
on this line of credit.

NOTE 4 - NOTES PAYABLE

<TABLE>
     <S>                                                                        <C>
     Note payable to a financial institution due
          August, 2002 with interest at The Wall Street
          Journal prime less .75% payable monthly beginning
          November, 2001. Collateralized by real estate and
          guaranteed pro-rata by each organizer.                                $ 785,000

     Note payable to a financial institution due June,
          2002 with interest at The Wall Street Journal
          prime less .75% payable monthly beginning
          September, 2001. Collateralized by real estate and
          guaranteed pro-rata by each organizer.                                  975,000

     Note payable to a financial institution with
          principal and interest at 6.00% due February,
          2002. The note is uncollateralized.                                     250,000

     Note payable to a financial institution
          with principal and interest at 5.50% due
          February, 2002. The note is uncollater-
          alized. The Company has available
          $45,000 on this note.                                                    255,000
                                                                                ----------

                                                                                $2,265,000
                                                                                ==========
</TABLE>


                                      F-9
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - NOTES PAYABLE (CONTINUED)

         The line of credit and all notes payable were paid off in January,
2002.

NOTE 5 - INCOME TAXES

         The provision for income taxes consists of the following:

<TABLE>
        <S>                                               <C>
        Deferred Tax Benefit                              $ 311,000
        Increase in Valuation Allowance                    (311,000)
        Currently Payable                                         0
                                                          ---------

        Provision for Income Taxes                        $       0
                                                          =========
</TABLE>

         The deferred tax benefit arises from the benefit to be derived from the
future deduction for tax purposes of substantially all of the development stage
costs incurred through December 31, 2001. These costs will be deductible for
income tax purposes over a five-year period beginning when operations commence.
These benefits will be realized if the Company generates sufficient taxable
income to absorb the deductions. Due to the uncertainty of future earnings, a
valuation allowance has been provided to offset the deferred tax benefit.

         The following is a reconciliation of income taxes at statutory rates to
the provision for income taxes:


<TABLE>
        <S>                                               <C>
        Income Taxes at Statutory Rate                    $(337,000)
        Effect of Non-Deductible Expenses                     7,000
        Other                                                19,000
        Increase in Valuation Allowance                     311,000
                                                          ---------

        Net Deferred Tax Asset                            $       0
                                                          =========
</TABLE>

         The Company has available at December 31, 2001 a net operating loss
carryforward of approximately $7,000 which may be used to offset future taxable
income. The loss, if unused, will begin to expire in 2021.


                                      F-10
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company has purchased furniture from an organizer for $55,000. The
obligation arising from this purchase is included in accounts payable and is
payable on demand. The Company leases temporary office space as described in
Note 6 from an organizer.

         A shareholder and officer of the Company provides legal services to the
Company and the Bank. These services include handling organizational issues,
real estate acquisitions, contract matters, assisting with the preparation of
the prospectus and other capital formation issues, assisting with the
application to the Georgia Department of Banking and Finance, and coordinating
other legal matters. Through December 31, 2001, the Company incurred $123,000 in
fees for legal services provided by this shareholder and officer of the Company.

         An organizer entered into an agreement to purchase the proposed site
for the Company's main office for a purchase price of $785,000. Subsequently, he
assigned his rights under the agreement to FCB Financial Corporation and
received $5,000 as consideration, equaling the amount he paid as an earnest
money deposit on the property.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

         The Company leases temporary office space under an agreement, which
ended August 31, 2001, requiring monthly payments of $2,167. Subsequently, it
will be leased on a month-to-month basis and can be terminated by either party
giving thirty day written notice of its intent to do so.

         The Company has engaged a consulting company to assist in obtaining a
charter for the Bank and bank holding company. The aggregate cost of the
services is approximately $60,000. Approximately $49,000 of that amount had been
paid through December 31, 2001.

         The Company has entered into employment agreements with its president
and chief executive officer and other officers, which include compensation terms
ranging form 36 to 60 months, annual bonuses, stock option plans and two year
noncompetition agreements upon early termination.


                                      F-11
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         The Company has committed to purchase software licenses and
installation services costing approximately $170,000. As of December 31, 2001,
approximately $56,000 of this purchase commitment had been paid.

         The Company has committed to having its data processing, cash letters,
checks and related bank media transported to its processing facility costing
approximately $12,000 annually.

         The Company also has a commitment for installation of a computer
network and policy manual development costing approximately $25,000. As of
December 31, 2001, none of this purchase commitment had been paid.

NOTE 8 - SUBSEQUENT EVENTS

         On January 23, 2002, pursuant to a Purchase and Assumption Agreement,
dated October 22, 2001, First Chatham Bank acquired the performing loans and
assumed certain deposit and other liabilities of the Savannah branch office of
The Tattnall Bank, located at 7917 Abercorn Street, Savannah, Georgia.

         In the Acquisition, the Bank assumed approximately $10,924,000 in
deposit and other liabilities and acquired approximately $9,869,000 in loans and
other assets. The Bank was charged a premium of $370,000 on the deposit
liabilities it assumed from the Tattnall Bank. Pursuant to the terms of Purchase
and Assumption Agreement, the Bank received a cash payment of approximately
$413,000, the amount by which the deposit and other liabilities assumed by the
Bank exceeded the amount of the deposit premium and the loans and other assets
(including an additional amount of approximately $272,000 representing vault
cash and ATM cash) acquired by the Bank.

         In connection with the Acquisition, the Bank entered into a one year
agreement with The Tattnall Bank to lease the facility used by The Tattnall Bank
as its Savannah branch office, including all of the existing furniture, fixtures
and equipment. The Bank plans to conduct banking operations in this facility
until construction of the Bank's main office facility is completed. For the
remainder of the lease term, the Company plans to use this facility for
additional office space.


                                      F-12
<PAGE>

                            FCB FINANCIAL CORPORATION
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 - SUBSEQUENT EVENTS (CONTINUED)

         On January 11, 2002, the Company ended its initial public offering of
shares of its common stock, par value $1.00 per share, at an offering price of
$10.00 per share, after having received subscriptions for all 1,500,000 shares
included in the offering. With the prior approval of the Board of Governors of
the Federal Reserve and the Georgia Department of Banking and Finance, on
January 22, 2002, the Company used $10,000,000 of the net proceeds of the
offering to capitalize the Bank. In return, the Bank issued all of its common
stock to the Company, and the Company became the Bank's sole shareholder.
Accordingly, the Company is now a bank holding company within the meaning of the
Bank Holding Company Act of 1956.

         The Bank opened for business in the branch office facility formerly
used by the Tattnall Bank as its Savannah branch office, located at 7917
Abercorn Street, Savannah, Georgia.

         On January 18, 2002, the Company reached a settlement in its dispute
with Bank of America over the use of the names "C & S" and Citizens & Southern".
As part of the settlement, Bank of America agreed to pay the Company an
undisclosed amount, and the Company agreed not to use the "C & S" or "Citizens &
Southern" names and to give up its rights to the "candsbank.com" domain website.

         On January 23, 2002, the Company filed with the Georgia Secretary of
State Articles of Amendment to its Articles of Incorporation to change the
Company's corporate name to "FCB Financial Corp". The Company also caused the
Bank to change its corporate name to "First Chatham Bank".


                                      F-13
<PAGE>

                                   SIGNATURES


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

                                   FCB FINANCIAL CORP.



Dated: March 25, 2002              By: /s/ Brian R. Foster
                                       -----------------------------------------
                                       Brian R. Foster
                                       President and Chief Executive Officer
                                       (Principal Executive, Financial and
                                       Accounting Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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/ Jack L. Forehand                                   Director                          March 25, 2002
------------------------------------
Jack L. Forehand



/s/ Brian R. Foster                          Director, President and Chief               March 25, 2002
------------------------------------               Executive Officer
Brian R. Foster                            (principal executive, financial and
                                                   accounting officer)



/s/ Stephen S. Green                                   Director                          March 25, 2002
------------------------------------
Stephen S. Green



/s/ G. Edison Holland                                  Director                          March 25, 2002
------------------------------------
G. Edison Holland



/s/ Walter N. Lewis                                    Director                          March 25, 2002
------------------------------------
Walter N. Lewis



/s/ James R. Lientz, Jr.                               Director                          March 25, 2002
------------------------------------
James R. Lientz, Jr.
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT           DESCRIPTION
-------           -----------
<S>               <C>
21.1              Subsidiaries of the Registrant
</TABLE>