SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A
(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

              For the fiscal year ended          September 30, 2001
                                         -------------------------------

                                     - or -

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

              For the transition period from                  to
                                             ----------------    ---------------

                           Commission Number: 0-32139

                           FLORIDAFIRST BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

             State of Florida                                  59-3662010
---------------------------------------------               --------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
  or organization)                                           Identification No.)

            205 East Orange Street                               33801-4611
----------------------------------------------              --------------------
      (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (863) 688-6811
                                                     ---------------

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
                                      ----

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $ .10 par value
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements  for  the  past  90  days.  YES X NO (Not  subject  to such  filing
requirements for the past 90 days)

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  based on the  closing  price of the  Registrant's  Common  Stock as
quoted on the Nasdaq National Market, on December 17, 2001, was $78.0 million.

As of December 17, 2001,  there were issued and outstanding  5,486,850 shares of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1    Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2001. (Parts I, II and IV)
2    Portions of the Proxy  Statement for the Annual Meeting of  Stockholders to
     be held January 29, 2002. (Part III)
<PAGE>

                                     PART I

Item 1.  Description of Business
--------------------------------

General

On  April  6,  1999,   FloridaFirst  Bank  reorganized  from  a  mutual  savings
association  into a mutual holding  company named  FloridaFirst  Bancorp MHC and
formed FloridaFirst Bancorp, a middle-tier holding company, whereby FloridaFirst
Bank became a wholly-owned  subsidiary of  FloridaFirst  Bancorp.  In connection
with the  reorganization,  FloridaFirst  Bancorp  sold  2,703,851  shares of its
Common  Stock to the  public and the  remaining  3,049,024  shares  were held by
FloridaFirst Bancorp MHC.

On December 21, 2000,  FloridaFirst  Bancorp, Inc. (the "Company") completed its
stock  offering  in  connection  with  the  conversion  and   reorganization  of
FloridaFirst  Bank (the "Bank") and its holding company,  FloridaFirst  Bancorp,
from the mutual holding company form of organization to a full stock company. As
part  of  the  conversion  and  reorganization,  the  shares  formerly  held  by
FloridaFirst  Bancorp MHC were cancelled,  the Company sold 3,147,952 new shares
to the public and the shares held by stockholders  of FloridaFirst  Bancorp were
exchanged for 2,372,048 shares of the Company.

The Company provides commercial and retail banking services, with an emphasis on
one- to four-family  residential  mortgage loans, home equity loans and lines of
credit and consumer loans as well as certificates of deposit,  checking accounts
and savings accounts. In addition, the Company originates commercial real estate
loans and offers  checking  accounts and other credit  facilities  to businesses
within its market area.  At September  30, 2001,  the Company had total  assets,
deposits  and  equity of $660.4  million,  $399.5  million,  and $93.8  million,
respectively.

The Company  attracts  deposits from the general  public and uses these deposits
primarily to originate  loans and to purchase  investment,  mortgage-backed  and
other  securities.  The principal sources of funds for the Company's lending and
investing activities are deposits, Federal Home Loan Bank ("FHLB") advances, the
repayment and maturity of loans and sale, maturity, and call of securities.  The
principal   source  of  income  is   interest  on  loans  and   investment   and
mortgage-backed  securities.  The principal expense is interest paid on deposits
and FHLB advances.

On December 6, 2001,  the Bank signed a definitive  agreement with SunTrust Bank
("SunTrust")  to purchase seven Florida  branches from SunTrust  coincident with
SunTrust's   acquisition  of  such  branches  from   Huntington   National  Bank
("Huntington").  Four  of the  Huntington  branches  are  located  in  Lakeland,
Florida,  and one each in Avon Park and  Sebring in  Highlands  County,  and one
branch  in  Wildwood,  Florida.  The  transaction  will  include  assumption  of
approximately  $165 million in deposits and the  purchase of  approximately  $25
million in loans related to the seven branches.

Competition

The  competition  for  deposit  products  comes  from  other  insured  financial
institutions such as commercial banks, thrift  institutions,  credit unions, and
multi-state  regional  banks in the  Company's  market  area of Polk and Manatee
Counties,  Florida.  Deposit  competition  also  includes a number of  insurance
products sold by local agents and  investment  products such as mutual funds and
other securities sold by local and regional  brokers.  Loan  competition  varies
depending  upon  market  conditions  and  comes  form  other  insured  financial
institutions  such as commercial  banks,  thrift  institutions,  credit  unions,
multi-state regional banks, and mortgage bankers and brokers.

Lending Activities

General.  The Company primarily originates  one-to-four-family  residential real
estate  loans,  commercial  real estate loans,  consumer  loans and other loans.
Consumer loans consist  primarily of direct and indirect  automobile loans, home
equity  loans and lines of  credit,  and other  consumer  loans.  The  Company's
commercial  real estate loans  consist  primarily of mortgage  loans  secured by
small  commercial  office/retail  space,  warehouses,  small  and  medium  sized
apartment  buildings and  residential  real estate  acquisition  and development
projects.

                                       1
<PAGE>

Loan Portfolio Composition.  The following table analyzes the composition of the
Company's  loan  portfolio by loan category and in percentages of the total loan
portfolios at the dates indicated.

<TABLE>
<CAPTION>
                                                                     At September 30,
                               ------------------------------------------------------------------------------------------
                                    2001               2000                1999              1998              1997
                               ---------------    ---------------   ----------------   ---------------   ----------------
                               Amount  Percent    Amount  Percent   Amount   Percent   Amount  Percent   Amount   Percent
                               ------  -------    ------  -------   ------   -------   ------  -------   ------   -------
                                                                 (Dollars in thousands)
<S>                         <C>         <C>    <C>         <C>    <C>        <C>    <C>        <C>     <C>         <C>
Type of Loans:
-------------
Mortgage loans:
   Residential:
      Permanent..............$312,309     61.7%  $304,419    66.1%  $276,115   65.6%  $244,667   68.3%   $256,742    69.3%
      Construction...........  35,516      7.0     27,996     6.1     32,974    7.8     27,311    7.6      22,350     6.0
   Multi-family..............   2,306      0.5      3,610      .8      5,787    1.4      4,464    1.2       4,154     1.1
   Commercial real estate....  56,065     11.1     28,176     6.1     19,783    4.7     16,134    4.5      12,064     3.3
   Land......................   8,907      1.8     12,886     2.8      9,548    2.3      6,796    1.9       6,153     1.7
Commercial...................   5,061      1.0      2,533      .5      1,374     .3      1,083     .3         218      --
Consumer Loans:
  Home equity loans (1)......  33,200      6.5     28,926     6.3     22,545    5.4     13,137    3.7      18,310     4.9
  Auto loans.................  42,293      8.3     40,717     8.8     42,181   10.0     34,795    9.7      43,504    11.7
  Other......................  10,439      2.1     11,396     2.5     10,318    2.5      9,959    2.8       7,415     2.0
                             --------     ----   --------    ----   --------   ----   --------   ----    --------    ----
Total loans.................. 506,096    100.0%   460,659   100.0%   420,625  100.0%   358,346  100.0%    370,910   100.0%
                                         =====              =====             =====             =====               =====
Less:
  Loans in process (2).......  28,289              16,952             19,774            17,013             12,589
  Deferred loan fees and
    unearned interest........       -                   -                  -               159                137
  Allowance for loan losses..   3,652               3,321              2,941             2,564              2,633
                             --------            --------           --------          --------           --------
Total loans, net.............$474,155            $440,386           $397,910          $338,610           $355,551
                             ========            ========           ========          ========           ========
</TABLE>

        -----------
        (1)     Includes home equity lines of credit.
        (2)     Relates to construction loans.

                                       2
<PAGE>

Loan Maturity Schedule. The following table sets forth the maturity or repricing
of the  Company's  loan  portfolio at September 30, 2001.  Demand  loans,  loans
having no stated maturity,  and overdrafts are shown as due in one year or less.
Amounts are in thousands.

<TABLE>
<CAPTION>
                                                 Commercial    Home     Auto and
                                        Multi-   real estate  equity     Other
                         Residential(1) family   and land     loans     consumer   Total
                         ---------------------   --------     -----     --------   -----
<S>                       <C>        <C>        <C>        <C>        <C>        <C>

Amounts Due:
Within 1 Year ..........   $ 43,571   $    137   $ 31,532   $  6,522   $  4,376   $ 86,138
After 1 year:
  1 to 3 years .........     27,486        799      9,260        764     14,256     52,565
  3 to 5 years .........     13,000        514     12,989      2,962     24,785     54,250
  Over 5 years .........    263,768        856     16,252     22,952      9,315    313,143
                           --------   --------   --------   --------   --------   --------
Total due after one year    304,254      2,169     38,501     26,678     48,356    419,958
                           --------   --------   --------   --------   --------   --------
Total amount due .......   $347,825   $  2,306   $ 70,033   $ 33,200   $ 52,732   $506,096
                           ========   ========   ========   ========   ========   ========
</TABLE>

-------------
(1)   Includes $35,516 in construction loans.

The  following  table  sets  forth  the  dollar  amount  of all  loans due after
September  30, 2002,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.

                                                        Floating or
                                         Fixed Rates  Adjustable rates   Total
                                         -----------  ----------------   -----
                                                     (In thousands)
    Residential ...................       $265,657       $ 38,597       $304,254
    Multi-family ..................          1,775            394          2,169
    Commercial real estate and land         37,324          1,177         38,501
    Home equity loans .............         26,678             --         26,678
    Auto and other consumer .......         48,356             --         48,356
                                          --------       --------       --------
      Total .......................       $379,790       $ 40,168       $419,958
                                          ========       ========       ========

Residential  Lending.  The Company's  primary lending  activity  consists of the
origination of one-to-four family residential mortgage loans secured by property
located  in  the  Company's  market  area.  The  Company  generally   originates
one-to-four family residential mortgage loans in amounts up to 80% of the lesser
of the  appraised  value or  selling  price of the  mortgaged  property  without
requiring private mortgage insurance. The Company will originate a mortgage loan
in an amount up to 95% of the lesser of the appraised  value or selling price of
a mortgaged  property,  however,  private mortgage insurance for the borrower is
required  on the  amount  financed  in  excess  of 80%.  The  Company  currently
originates  shorter-term  fixed-rate and adjustable-rate  loans for retention in
its  portfolio.   Longer-term   fixed-rate   mortgages  are  generally  sold  to
correspondent  lenders on a servicing released basis. A mortgage loan originated
by the Company, whether fixed-rate or adjustable-rate,  can have a term of up to
30 years.  Adjustable-rate loans limit the periodic interest rate adjustment and
the minimum and maximum rates that may be charged over the term of the loan.

The majority of the Company's  one-to-four  family residential loans (both fixed
rate and  adjustable  rate) are  underwritten  in  accordance  with  Fannie  Mae
guidelines,  regardless  of whether they will be sold in the  secondary  market.
Substantially all of the Company's  residential  mortgages include "due on sale"
clauses,  which give the Company the right to declare a loan immediately payable
if the borrower  sells or  otherwise  transfers an interest in the property to a
third party.

                                       3
<PAGE>

Property  appraisals  on  real  estate  securing  the  Company's   single-family
residential  loans  are  made  by  state  certified  and  licensed   independent
appraisers  approved by the Board of  Directors.  Appraisals  are  performed  in
accordance with applicable  regulations and policies.  The Company obtains title
insurance policies on all first mortgage real estate loans originated. Borrowers
generally advance funds, with each monthly payment of principal and interest, to
a loan escrow account from which the Company makes  disbursements for such items
as real  estate  taxes and hazard  insurance  premiums  and  mortgage  insurance
premiums as they become due.

Construction  Lending.  The Company is an active lender in the  construction  of
one- to four-family  homes. The residential  construction loans are made both to
individual  homeowners for the  construction  of their primary  residence and to
local builders for the  construction of pre-sold houses or houses that are being
built for speculative purposes.

As of September  30, 2001,  82% of all the  Company's  residential  construction
loans were made to individual  homeowners.  After the house is constructed,  the
loan terms are modified to terms that apply to permanent  residential loans. The
underwriting  guidelines for the construction to permanent loans are the same as
the permanent loans, but additional construction  administration  procedures and
inspections  are  followed  during  the  construction  process  to  assure  that
satisfactory  progress  is being  made prior to funding  the  construction  draw
requests.

Construction  lending is  generally  considered  to  involve a higher  degree of
credit risk than long term  financing of residential  properties.  The Company's
risk of loss on a  construction  loan  depends  largely on the  accuracy  of the
initial  estimate of the property's  value at completion of construction and the
estimated cost of  construction.  If the estimate of  construction  cost and the
marketability  of the  property  after  the  project  is  completed  prove to be
inaccurate,  we may be  compelled  to advance  additional  funds to complete the
construction.  Furthermore, if the final value of the completed property is less
than the estimated amount,  the value of the property might not be sufficient to
assure the repayment of the loan.

The Company  limits its exposure for  construction  loans made to local builders
through  periodic  credit  analysis  on the  individual  builder and a series of
inspections  throughout the construction phase. In addition,  the Company limits
the  amount  and  number  of  loans  made  to  an  individual  builder  for  the
construction of pre-sold and speculative  houses based on the financial strength
of the  builder.  At  September  30, 2001,  approximately  18% of the  Company's
construction loans are to local builders.

Commercial Real Estate and Other Loans. The Company  originates  commercial real
estate  mortgage  loans and loans on  multi-family  dwellings  and developed and
undeveloped  land.  The  Company's  commercial  real estate  mortgage  loans are
primarily permanent loans secured by improved property such as office buildings,
retail  stores,  commercial  warehouses and apartment  buildings.  The terms and
conditions  of each loan are  tailored to the needs of the borrower and based on
the financial strength of the project and any guarantors.  The average loan size
is approximately $300,000 and typically are made at fixed rates of interest with
five to ten year maturities,  at which point the loan is repaid or the terms and
conditions are renegotiated.  Essentially all originated  commercial real estate
loans are  within  the  Company's  market  area and all are  within the State of
Florida. The Company's largest commercial real estate loan had a balance of $4.4
million  on  September  30,  2001  and  was  secured  by a  warehouse  building.
Typically,  commercial  real estate loans are originated in amounts up to 80% of
the appraised value of the mortgaged property.

Commercial   real  estate,   multi-family   and  land  loans  generally  have  a
significantly  greater risk than that which is involved  with single family real
estate lending. The repayment of these loans typically depends on the successful
operations  and income  stream of the  commercial  real estate and the borrower.
Such risks can be significantly  affected by economic  conditions.  In addition,
commercial  real  estate  lending  generally  requires   substantially   greater
oversight efforts compared to residential real estate lending.

                                       4
<PAGE>

Commercial Banking. To accomplish its mission to become a full service community
bank, the Company has expanded its products and services  offerings to the small
to medium size  businesses  within its market area.  Experienced  personnel have
been added within the past year and the  Company's  plans call for the hiring of
additional  personnel  over  the  next  few  years to  assist  in  reaching  its
objectives.  New sales call programs,  credit analysis guidelines,  loan grading
systems,  technology  upgrades and new  products  and services  either have been
implemented  or are in the  process  of  implementation.  The  Company  plans to
satisfy not only the borrowing  needs of  prospective  business  customers,  but
plans to have the full  complement  of deposit  services and  customer  services
related to the checking, savings, and cash management needs of these businesses.

Unlike residential  mortgage loans, which generally are made on the basis of the
borrower's ability to make repayment from his or her employment and other income
and which are secured by real property with a value that tends to be more easily
ascertainable,  commercial business loans typically are made on the basis of the
borrower's  ability  to make  repayment  from  the cash  flow of the  borrower's
business. As a result, the availability of funds for the repayment of commercial
business  loans may be  substantially  dependent  on the success of the business
itself,  which is likely to be dependent upon the general economic  environment.
The Company's commercial business loans are sometimes,  but not always,  secured
by business assets,  such as accounts  receivable,  equipment and inventory,  as
well as real estate.  However,  the collateral securing the loans may depreciate
over time, may be difficult to appraise, and may fluctuate in value based on the
success of the business.

The Company recognizes the generally  increased risks associated with commercial
business lending.  The Company's  commercial  business lending policy emphasizes
the  following:

>    credit file documentation,
>    analysis of the borrower's capacity to repay the loan,
>    adequacy of the borrower's capital and collateral,
>    analysis of the  borrower's  character,  and
>    evaluation of the industry conditions affecting the borrower.

Analysis  of the  borrower's  past,  present  and  future  cash flows is also an
important aspect of the Company's  credit analysis.  The Company plans to expand
its commercial business lending, subject to market conditions.

The Company  generally  obtains annual  financial  statements from borrowers for
commercial  business loans. These statements are analyzed to monitor the quality
of the loan. As of September 30, 2001, the commercial business loans ranged from
$5,000 to $2.8 million, with an average balance outstanding of $67,000. With the
exception of two loans  totaling  $489,000,  all such loans are current and have
performed in accordance with their terms.  The Company has provided a reserve of
$98,000 for the two delinquent  loans because  recovery of the full loan balance
is highly unlikely.

                                       5
<PAGE>

Consumer  Loans.  Consumer  loans consist  primarily of direct and indirect auto
loans and home  equity  loans and credit  lines.  The  Company  also  originates
unsecured lines of credit,  loans secured by savings accounts and other consumer
loans.  Consumer loans are originated in the Company's market area and generally
have maturities of up to 10 years.  For savings account loans,  the Company will
lend up to 90% of the account balance.

Consumer loans have a shorter term and generally  provide higher  interest rates
than residential loans. The consumer loan market can be helpful in improving the
spread  between  average  loan  yield  and  costs of funds  and at the same time
improve the matching of the rate sensitive assets and liabilities.

Consumer  loans  entail  greater  risks  than  one- to  four-family  residential
mortgage  loans,  particularly  consumer  loans  secured by rapidly  depreciable
assets such as  automobiles  or loans that are  unsecured.  In such  cases,  any
repossessed  collateral for a defaulted loan may not provide an adequate  source
of  repayment  of  the  outstanding  loan  balance,  since  there  is a  greater
likelihood  of  damage,  loss  or  depreciation  of the  underlying  collateral.
Further, consumer loan collections depend on the borrower's continuing financial
stability,  and therefore are more likely to be adversely  affected by job loss,
divorce, illness or personal bankruptcy. Even for consumer loans secured by real
estate,  the risk to the  Company is greater  than that  inherent  in the single
family loan portfolio,  in that the security for consumer loans is generally not
the first lien on the property and ultimate collection of amounts due may depend
on whether any value remains after collection by a holder with a higher priority
than the Company.  Finally,  the application of various federal laws,  including
federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans after a default.

At September 30, 2001, 69% of the Company's  automobile  loans  outstanding were
loans  originated  through local automobile  dealerships.  Although this type of
lending  generally  carries a greater risk factor,  the Company has  experienced
personnel to handle this type of lending.  The dealer  arrangements  are limited
primarily  to a few  local  dealers  where  long  term  relationships  have been
established  and the loans  acquired  typically  are those made to higher credit
quality borrowers.

The underwriting  standards employed by the Company for consumer loans include a
determination  of  the  applicant's  credit  history  and an  assessment  of the
applicant's  ability to meet existing  obligations  and payments on the proposed
loan.  The  stability of the  applicant's  monthly  income may be  determined by
verification of gross monthly income from primary  employment,  and additionally
from any verifiable  secondary income.  Creditworthiness  of the applicant is of
primary  consideration;  however,  the  underwriting  process  also  includes  a
comparison  of the value of the  collateral  in  relation to the  proposed  loan
amount.

Loan  Solicitation and Processing.  The Company's  customary sources of mortgage
loan applications  include repeat customers,  walk-ins,  and referrals from home
builders  and  real  estate  brokers.   Commercial  customer  relationships  are
developed through the officer call program and from referrals  developed through
the branch network.

After receiving a loan application from a prospective  borrower, a credit report
and  verifications are ordered to confirm specific  information  relating to the
loan applicant's  employment,  income and credit  standing.  An appraisal of the
real estate intended to secure the proposed loan is undertaken by an independent
fee appraiser. In connection with the loan approval process, the Company's staff
analyze the loan  applications and the property  involved.  Officers and lenders
are granted  lending  authority  based on the loan types that they work with and
their level of experience. Generally, a management loan committee approves loans
exceeding individual  authorities,  with the Executive Committee approving loans
between $500,000 and $1 million, and the full Board of Directors approving loans
in excess of $1 million.

                                       6
<PAGE>

Loan applicants are promptly notified of the decision of the Company by a letter
setting forth the terms and conditions of the decision. If approved, these terms
and conditions include the amount of the loan, interest rate basis, amortization
term, a brief  description  of real estate to be  mortgaged to the Company,  tax
escrow and the notice of requirement  of insurance  coverage to be maintained to
protect the Company's  interest.  The Company  requires title insurance on first
mortgage loans and fire and casualty insurance on all properties securing loans,
which insurance must be maintained during the entire term of the loan.

Loan  Commitments.  The Company  generally grants  commitments to fund fixed and
adjustable-rate  single  family  mortgage  loans  for  periods  of 60  days at a
specified term and interest rate. The total amount of the Company's  commitments
to extend credit as of September 30, 2001 was $1.9 million.

Loan  Origination and Other Fees. In addition to interest  earned on loans,  the
Company may charge loan  origination  and  commitment  fees for  originating  or
purchasing  certain loans.  Since most loans are originated without points being
charged, the Company has assessed customers certain fees related to underwriting
and document  preparation.  The Company  believes  these fees are just  slightly
above the costs to originate  the loans.  Therefore,  the net deferred  fees are
minimal and deferrals have an immaterial effect on operating results.

The Company also  receives  other fees and charges  relating to existing  loans,
which  include late charges and fees  collected in  connection  with a change in
borrower  or  other  loan  modifications.   These  fees  and  charges  have  not
constituted a material source of income.

Non-performing Loans and Problem Assets

Collection  Procedures.  The Company's collection procedures provide that when a
loan is 15 days  delinquent,  the borrower is  notified.  If the loan becomes 30
days  delinquent,  the borrower is sent a written  delinquency  notice requiring
payment.  If the delinquency  continues,  subsequent efforts are made to contact
the delinquent borrower.  In certain instances,  the Company may modify the loan
or grant a limited  moratorium  on loan  payments  to  enable  the  borrower  to
reorganize  his  financial  affairs  and the  Company  attempts to work with the
borrower  to  establish  a repayment  schedule  to cure the  delinquency.  As to
mortgage  loans,  if the borrower is unable to cure the  delinquency  or reach a
payment  agreement  with the Company  within 90 days, the Company will institute
foreclosure  actions.  If a  foreclosure  action  is  taken  and the loan is not
reinstated, paid in full or refinanced, the property is sold at judicial sale at
which the Company  may be the buyer if there are no  adequate  offers to satisfy
the debt. Any property  acquired as the result of foreclosure or by deed in lieu
of  foreclosure is classified as real estate owned ("REO") until such time as it
is sold or  otherwise  disposed of by the Company.  When REO is acquired,  it is
recorded at the lower of the unpaid principal balance of the related loan or its
fair market value less  estimated  selling costs.  The initial  writedown of the
property is charged to the allowance for loan losses.

As to commercial  related  loans,  the main thrust of the  Company's  collection
efforts is through  telephone contact and a sequence of collection  letters.  If
the  Company  is unable to  resolve  the  delinquency  within 90 days or in some
situations  shorter time periods,  the Company will pursue all  available  legal
remedies.  The  Company's  commercial  lenders are  required  to  evaluate  each
assigned account on a case-by-case basis, within the parameters of the Company's
policies.

Loans are  reviewed on a regular  basis and are placed on a  non-accrual  status
when they are more than 90 days delinquent. Loans may be placed on a non-accrual
status  at any  time  if,  in the  opinion  of  management,  the  collection  of
additional interest is doubtful.  Interest accrued and unpaid at the time a loan
is placed on non-accrual  status is charged against interest income.  Subsequent
payments are either applied to the outstanding  principal balance or recorded as
interest income,  depending on the assessment of the ultimate  collectibility of
the loan.

                                       7
<PAGE>

Non-Performing  Assets. The following table provides  information  regarding the
Company's  non-performing loans and other non-performing assets as of the end of
each of the last  five  fiscal  years.  As of each of the dates  indicated,  the
Company  did not have any  troubled  debt  restructurings  within the meaning of
Statement of Financial Accounting Standards ("SFAS") No. 15.

<TABLE>
<CAPTION>
                                                             At September 30,
                                              ----------------------------------------------
                                               2001      2000      1999      1998      1997
                                              ------    ------    ------    ------    ------
                                                        (Dollars in thousands)
<S>                                         <C>       <C>       <C>       <C>       <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Residential .............................   $  320    $   33    $  581    $  445    $1,624
  Multi-family ............................       --        --        --        --        --
  All other mortgage loans ................      489       638       103        --       491
Commercial loans
                                                  --        45        --        --        --
Consumer loans:
  Home equity loans .......................       69        --        --        --        --
  Other consumer ..........................       82        46       146       391       199
                                              ------    ------    ------    ------    ------
Total .....................................   $  960    $  762    $  830    $  836    $2,314
                                              ======    ======    ======    ======    ======

Accruing loans which are contractually
past due 90 days or more:
Mortgage loans:
  Residential .............................       --        --        --        --        --
  Multi-family ............................       --        --        --        --        --
  All other mortgage loans ................       --        --        --        --        --
Consumer loans:
  Home equity and second mortgages ........       --        --        --        --        --
  Other consumer ..........................       --        --        --        --        --
                                              ------    ------    ------    ------    ------
Total .....................................   $   --    $   --    $   --    $   --    $   --
                                              ------    ------    ------    ------    ------
Total non-performing loans ................   $  960    $  762    $  830    $  836    $2,314
                                              ======    ======    ======    ======    ======

Real estate owned .........................   $   60    $  113    $   15    $  403    $   67
                                              ======    ======    ======    ======    ======
Other non-performing assets ...............   $  946    $   90    $  188    $   91    $  104
                                              ======    ======    ======    ======    ======
Total non-performing assets ...............   $1,966    $  965    $1,033    $1,330    $2,485
                                              ======    ======    ======    ======    ======
Total non-performing loans to net loans ...      .20%      .17%      .21%      .25%      .65%
                                              ======    ======    ======    ======    ======
Total non-performing loans to total assets       .15%      .13%      .17%      .20%      .49%
                                              ======    ======    ======    ======    ======
Total non-performing assets to total assets      .30%      .17%      .21%      .32%      .53%
                                              ======    ======    ======    ======    ======

</TABLE>

During the year ended  September  30,  2001,  approximately  $65,000 of interest
would have been recorded on loans  accounted for on a non-accrual  basis if such
loans had been current  according to the original loan agreements for the entire
period.

                                       8
<PAGE>

Classified Assets.  Management,  in compliance with regulatory  guidelines,  has
instituted  an internal  loan review  program  whereby  loans are  classified as
special  mention,  substandard,  doubtful or loss.  When a loan is classified as
substandard or doubtful, management is required to establish a valuation reserve
for loan losses in an amount that is deemed prudent.  When management classifies
a loan as a loss asset,  a reserve equal to 100% of the loan balance is required
to be  established  or the loan is to be  charged-off.  This  allowance for loan
losses is  composed of an  allowance  for both  inherent  risk  associated  with
lending activities and particular problem assets.

An asset is  considered  "substandard"  if it is  inadequately  protected by the
paying capacity and net worth of the borrower or the collateral pledged, if any.
Substandard assets include those characterized by the distinct  possibility that
the insured  institution  will  sustain  some loss if the  deficiencies  are not
corrected.  Assets classified as doubtful have all of the weaknesses inherent in
those classified substandard,  with the added characteristic that the weaknesses
present  make  collection  or  liquidation  in  full,  highly  questionable  and
improbable,  on the basis of currently existing facts,  conditions,  and values.
Assets classified as loss are those considered  uncollectible and of such little
value that their  continuance  as assets  without  the  establishment  of a loss
reserve is not  warranted.  Assets  which do not  currently  expose the  insured
institution to a sufficient  degree of risk to warrant  classification in one of
the  aforementioned  categories  but possess  credit  deficiencies  or potential
weaknesses  are required to be  designated  special  mention by  management.  In
addition,  each  loan  that  exceeds  $500,000  and  each  group of loans to one
borrower that exceeds  $500,000 is monitored more closely due to the potentially
greater losses from such loans.

Management's  evaluation of the classification of assets and the adequacy of the
allowance for loan losses is reviewed by the Board on a regular basis and by the
regulatory agencies as part of their examination  process. At September 30, 2001
the classified assets were (in thousands):

                 Special mention.....................     $ 1,299
                 Substandard.........................       2,403
                 Doubtful............................          --
                 Loss................................          --
                                                          -------
                      Total..........................     $ 3,702
                                                          =======


The category of  substandard  assets  includes a corporate  bond with a $730,000
carrying value that has been downgraded below investment grade and the corporate
entity is in Chapter 11 bankruptcy proceedings.


Other Real  Estate  Owned.  Real  estate  acquired by the Company as a result of
foreclosure or by deed in lieu of foreclosure is classified as other real estate
owned until such time as it is sold.  When other real estate  owned is acquired,
it is  recorded at the lower of the unpaid  balance of the  related  loan or its
fair value less  disposal  costs.  Any  write-down of other real estate owned is
charged to operations.

                                       9
<PAGE>

Allowance  for Losses on Loans.  It is the policy of  management  to provide for
losses on unclassified loans in its portfolio in addition to classified loans. A
provision  for loan  losses  is  charged  to  operations  based on  management's
evaluation  of the potential  losses that may be incurred in the Company's  loan
portfolio.

Management  will  continue to review the entire loan  portfolio to determine the
extent,  if any, to which further  additional loan loss provisions may be deemed
necessary.  There can be no assurance that the allowance for loan losses will be
adequate to cover losses which may be realized in the future. In addition, there
can be no assurance  that  additional  provisions  for losses on loans and other
real estate owned will not be required.

The  following  table  sets forth  information  with  respect  to the  Company's
allowance for loan losses at the dates indicated:

<TABLE>
<CAPTION>
                                                                        At September 30,
                                                -----------------------------------------------------------------
                                                   2001          2000          1999          1998          1997
                                                ---------     ---------     ---------     ---------     ---------
                                                                        (Dollars in thousands)
<S>                                           <C>           <C>           <C>           <C>           <C>
Allowance balance, beginning of period ......   $   3,321     $   2,941     $   2,564     $   2,633     $   2,385
                                                ---------     ---------     ---------     ---------     ---------
Provision for loan losses ...................         615           630           540           405           317
                                                ---------     ---------     ---------     ---------     ---------
Charge-offs:
  Residential ...............................         (15)          (32)          (37)         (218)          (19)
  Commercial and commercial real estate .....         (45)            -             -          (146)          (12)
  Consumer ..................................        (326)         (256)         (214)         (110)          (38)
                                                ---------     ---------     ---------     ---------     ---------
Total charge-offs ...........................        (386)         (288)         (251)         (474)          (69)

Recoveries ..................................         102            38            88            --            --
                                                ---------     ---------     ---------     ---------     ---------
Net (charge-offs) recoveries ................        (284)         (250)         (163)         (474)          (69)
                                                ---------     ---------     ---------     ---------     ---------
Allowance balance, end of period ............   $   3,652     $   3,321     $   2,941     $   2,564     $   2,633
                                                =========     =========     =========     =========     =========
Total loans outstanding .....................   $ 477,807     $ 443,707     $ 400,851     $ 341,174     $ 358,184
                                                =========     =========     =========     =========     =========
Average loans outstanding ...................   $ 463,569     $ 423,409     $ 368,513     $ 339,218     $ 339,992
                                                =========     =========     =========     =========     =========
Allowance for loan losses as a percent of
    total loans outstanding .................         .76%          .75%          .73%          .75%          .74%
Net loans charged off as a percent of average
    loans outstanding .......................         .06%          .06%          .04%          .14%          .02%
</TABLE>

                                       10
<PAGE>

Allocation  of Allowance  for Loan Losses.  The  following  table sets forth the
allocation of the  Company's  allowance for loan losses by loan category and the
percent of loans in each category to total loans  receivable,  net, at the dates
indicated.  The portion of the allowance for loan losses  allocated to each loan
category  does not  represent  the total  available  for future losses which may
occur within the loan  category  since the total  allowance for loan losses is a
valuation allowance applicable to the entire loan portfolio.

<TABLE>
<CAPTION>
                                                                         At September 30,
                            --------------------------------------------------------------------------------------------------------
                                 2001                  2000                  1999                1998                 1997
                            ------------------    -------------------  -------------------  -------------------   ------------------
                                    Percent of            Percent of           Percent of           Percent of           Percent of
                                     loans to              loans to             loans to             loans to             loans to
                            Amount  total loans   Amount  total loans  Amount  total loans  Amount  total loans   Amount total loans
                            ------  -----------   ------  -----------  ------  -----------  ------  -----------   ------ -----------
                                                                      (Dollars in thousands)
<S>                       <C>        <C>       <C>          <C>      <C>         <C>      <C>         <C>      <C>          <C>
At end of period
allocated to:
Residential.........        $1,846     68.7%     $ 1,804      72.2%    $1,689      73.4%    $1,564      75.9%    $ 1,523      75.3%
Multi-family........            17       .5           27        .8         37       1.4         33       1.2          31       1.1
Commercial real
estate and land.....           731     12.9          541       8.9        272       7.0        193       6.4         248       4.9
Commercial..........            76      1.0           25        .5         17        .3         13        .3           3        .1
Consumer............           982     16.9          924      17.6        926      17.9        761      16.2         828      18.6
                            ------    -----      -------     -----     ------     -----     ------     -----     -------     -----
Total allowance.....        $3,652    100.0%     $ 3,321     100.0%    $2,941     100.0%    $2,564     100.0%    $ 2,633     100.0%
                            ======    =====      =======     =====     ======     =====     ======     =====     =======     =====
</TABLE>

                                       11
<PAGE>

Investment Activities

General.  Federally  chartered  savings  banks have the  authority  to invest in
various types of liquid assets,  including  United States Treasury  obligations,
securities of various Federal agencies (including  securities  collateralized by
mortgages),  certain  certificates  of  deposits  of insured  banks and  savings
institutions, municipal securities, corporate debt securities and loans to other
banking institutions.

The  Company  maintains  liquid  assets  which  may  be  invested  in  specified
short-term  securities and certain other  investments.  Liquidity  levels may be
increased or decreased  depending on the yields on investment  alternatives  and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short-term demand for funds to be
used in the Company's loan  origination and other  activities.  At September 30,
2001,  the Company had an  investment  securities  portfolio  of $129.5  million
(19.6% of total assets).

Investment Policies.  The investment policy of the Company, which is established
by the Board of Directors,  is designed to foster earnings and liquidity  within
prudent interest rate risk guidelines, while complementing the Company's lending
activities.  The policy  provides for available  for sale,  held to maturity and
trading  classifications.  However, the Company does not currently use a trading
classification  and  does not  anticipate  doing so in the  future.  The  policy
permits  investments in high credit quality  instruments  with  diversified cash
flows  while  permitting  the  Company  to  maximize  total  return  within  the
guidelines  set  forth  in  the  Company's  interest  rate  risk  and  liquidity
management policy.  Permitted  investments  include but are not limited to U. S.
government  obligations,   government  agency  or  government-sponsored   agency
obligations, state, county and municipal obligations, mortgage-backed securities
and   collateralized   mortgage   obligations   guaranteed   by   government  or
government-sponsored  agencies,  investment grade corporate debt securities, and
commercial  paper.  The Company  also  invests in FHLB  overnight  deposits  and
federal funds,  but these  instruments are not considered part of the investment
portfolio.

The policy also includes several specific  guidelines and restrictions to insure
adherence with safe and sound  activities.  The policy prohibits  investments in
high risk mortgage  derivative  products (as defined within its policy)  without
prior  approval from the Board of Directors.  Management  must  demonstrate  the
business  advantage  of such  investments.  In addition,  the policy  limits the
maximum amount of the investment in a specific investment category.  The Company
does  not  participate  in  hedging  programs,  interest  rate  swaps,  or other
activities   involving  the  use  of  off-balance  sheet  derivative   financial
instruments.  Further,  the Company does not invest in  securities  that are not
investment grade.

The Board through its  Investment  and Asset  Liability  Committee  ("ALCO") has
charged the Chief Financial  Officer to implement the policy.  All  transactions
are  reported  to the Board of  Directors  monthly,  with the  entire  portfolio
reported quarterly, including market values and unrealized gains (losses).


Securities.  The Company  maintains a portfolio  of  securities,  classified  as
either  available  for sale or held to  maturity,  to  enhance  total  return on
investments.  At September  30, 2001,  the  Company's  securities  included U.S.
government agency obligations with varying  characteristics as to rate, maturity
and call  provisions,  corporate  bonds,  and municipal  bonds.  Callable agency
securities, representing 47% of the Company's U.S. government agency obligations
at September  30, 2001,  could reduce the  Company's  investment  yield if these
securities are called prior to maturity.

                                       12
<PAGE>

Mortgage-backed Securities. The Company invests in mortgage-backed securities to
provide earnings,  liquidity,  cash flows, and  diversification to the Company's
overall  balance  sheet.  These  mortgage-backed  securities  are  classified as
available for sale. These securities are participation  certificates  issued and
guaranteed  by the Ginnie Mae, the Fannie Mae and the Freddie Mac and secured by
interests in pools of mortgages.  Mortgage-backed securities typically represent
a participation  interest in a pool of single-family or multi-family  mortgages,
although  the Company  focuses its  investments  on  mortgage-backed  securities
secured by single-family mortgages.

Mortgage-backed  securities  typically are issued with stated principal amounts.
The  securities  are backed by pools of mortgages  that have loans with interest
rates that are within a set range and have varying  maturities.  The  underlying
pool of  mortgages  can be  composed of either  fixed-rate  or  adjustable  rate
mortgage loans. The interest rate risk characteristics of the underlying pool of
mortgages  (i.e.,  fixed-rate or  adjustable-rate)  and the prepayment risk, are
passed on to the security  holder.  The life of a  mortgage-backed  pass-through
security is equal to the life of the underlying mortgages.

Collateralized  Mortgage Obligations ("CMOs"). The Company also invests in CMOs,
issued or sponsored by Fannie Mae,  Freddie Mac or private  issuers.  CMOs are a
type of debt security  that  aggregates  pools of mortgages and  mortgage-backed
securities  and  creates  different  classes  of  CMO  securities  with  varying
maturities and amortization  schedules as well as a residual  interest with each
class having different risk characteristics.  The cash flows from the underlying
collateral are usually divided into "tranches" or classes whereby  tranches have
descending priorities with respect to the distribution of principal and interest
repayment of the underlying mortgages and mortgage-backed  securities as opposed
to  mortgage-backed  securities where cash flows are distributed pro rata to all
security  holders.  Unlike  mortgage-backed  securities  from which cash flow is
received and prepayment risk is shared pro rata by all securities holders,  cash
flows from the mortgages and mortgage-backed securities underlying CMOs are paid
in  accordance  with a  predetermined  priority  to  investors  holding  various
tranches of such  securities or obligations.  A particular  tranche or class may
carry  prepayment  risk  that  may be  different  from  that  of the  underlying
collateral and other tranches.  Investing in CMOs allows the Company to moderate
reinvestment risk resulting from unexpected  prepayment activity associated with
conventional  mortgage-backed  securities.  Management believes these securities
represent attractive  alternatives relative to other investments due to the wide
variety of maturity, repayment and interest rate options available.

Corporate Bonds.  Corporate bonds (including capital trust securities) generally
have  long-term  maturities,  but  include  call  provisions  at  earlier  dates
(generally  after seven to ten years).  The call  provisions  usually  contain a
premium  price to exercise the call  feature.  The Company has invested in these
longer  maturity  bonds and  securities  with fixed rates of interest to provide
higher  yields to  protect  part of its  assets  from the  possible  decline  in
interest rates over the life of the bond.  Although interest rates may rise over
the life of these  securities,  management  believes these securities  provide a
good  complement  to those assets  (loans and  securities)  which are subject to
periodic principal repayments and payoffs before contractual maturities.

Municipal  Bonds.  Municipal  bonds  have  maturities  from 11 to 20 years  with
premium call  provisions  after seven to ten years.  These bonds are exempt from
federal income taxes, therefore, have lower stated interest rates. All municipal
bonds owned by the bank have fixed rates of interest. The yields included in the
investment tables reflect the tax equivalent yields for the municipal bonds.

Other Securities. Other securities owned by the Company, but not included in the
investment portfolio,  consist of equity securities,  interest-bearing  deposits
and federal funds sold.  Equity  securities  owned  consist  primarily of a $7.7
million  investment in FHLB of Atlanta common stock (this amount is not shown in
the securities portfolio). As a member of the FHLB of Atlanta, ownership of FHLB
of  Atlanta  common  shares  is  required.   The  remaining  securities  provide
diversification and complement the Company's overall investment strategy.

                                       13
<PAGE>
The following  table sets forth the carrying  value of the Company's  securities
portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                                  At September 30,
                                                                      -------------------------------------
                                                                         2001           2000           1999
                                                                         ----           ----           ----
                                                                                  (In thousands)
<S>                                                                <C>           <C>              <C>
          Securities held to maturity:
          ----------------------------
          U.S. government agency securities................                --       $  1,000        $ 4,000
          Collateralized mortgage obligations..............                --          8,687          8,724
                                                                     --------       --------        -------
          Total securities held to maturity................                --          9,687         12,724
                                                                     --------       --------        -------

          Securities available for sale (at fair value):
          ----------------------------------------------
          U.S. government agency securities ...............           $ 8,850         19,357         20,513
          Collateralized mortgage obligations..............            44,045         18,072          7,420
          Mortgage-backed securities.......................            29,551         29,650         28,316
          Corporate bonds..................................            29,555         20,186          6,718
          Municipal bonds..................................            17,533          9,396          5,185
                                                                     --------       --------        -------
          Total securities available for sale..............           129,534         96,661         68,152
                                                                     --------       --------        -------

           Total ..........................................          $129,534       $106,348        $80,876
                                                                     ========       ========        =======
</TABLE>
                                       14
<PAGE>

The  following  table sets forth  certain  information  regarding  the  carrying
values,  weighted average yields and maturities (or repricing terms for variable
rate  securities) of the Company's  securities  portfolio at September 30, 2001.
Expected  maturities  will differ from  contractual  maturities due to scheduled
repayments  and  because  borrowers  may  have  the  right  to  call  or  prepay
obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
                                                                   At September 30, 2001
                             -------------------------------------------------------------------------------------------------------
                              One Year or Less   One to Five Years   Five to Ten Years  More than Ten Years    Total Securities
                              ----------------   -----------------   -----------------  ------------------- ------------------------
                             Carrying   Average  Carrying   Average  Carrying   Average  Carrying  Average  Carrying Average  Market
                               value     yield     value     yield     value     Yield     value    yield     value   yield   value
                               -----     -----     -----     -----     -----     -----     -----    -----     -----   -----   -----
                                                                   (Dollars in thousands)
<S>                          <C>        <C>     <C>           <C>    <C>         <C>   <C>          <C>    <C>       <C>   <C>
U.S. government agency
  Securities.................      --      --     $3,159       6.12%  $ 5,691     6.69%       --       --   $  8,850  6.48% $  8,850

Collateralized mortgage
obligations.................. $ 6,583    4.19%        --         --        --       --  $ 37,462     6.64%    44,045  6.27    44,045
Mortgage-backed securities...   4,611    6.14         --         --     3,437     6.22    21,503     6.91     29,551  6.71    29,551
Corporate bonds..............   3,032    6.88      9,945       7.48     4,260     8.11    12,318     8.55     29,555  7.95    29,555
Municipal bonds..............      --      --         --         --        --       --    17,533     7.58     17,533  7.58    17,533
                              -------            -------              -------           --------            --------        --------

  Total...................... $14,226    5.40%   $13,104       7.15%  $13,388     7.02% $ 88,816     7.15%  $129,534  6.95% $129,534
                              =======    ====    =======       ====   =======     ====  ========     ====   ========  ====  ========

</TABLE>

                                       15
<PAGE>

Sources of Funds

General.  Deposits are the major source of the  Company's  funds for lending and
other investment  purposes.  Borrowings  (principally from the FHLB) are used to
compensate for reductions in the  availability  of funds from other sources.  In
addition to deposits  and  borrowings, the Company  derives  funds from loan and
mortgage-backed securities principal repayments, and proceeds from the maturity,
call and sale of  mortgage-backed  securities  and  other  securities.  Loan and
mortgage-backed  securities  payments are a relatively  stable  source of funds,
while deposit inflows are significantly influenced by general interest rates and
money market conditions.

Deposits. The Company offers a variety of deposit accounts,  although a majority
of deposits are in fixed-term, market-rate certificate accounts. Deposit account
terms vary,  primarily as to the required minimum balance amount,  the amount of
time that the funds must remain on deposit and the applicable interest rate.

The Company's current deposit products include  certificate  accounts ranging in
terms from 90 days to five years as well as  checking,  savings and money market
accounts.  Individual retirement accounts (IRAs) are included in these accounts,
depending on the customer's investment preference.

Deposits are obtained primarily from residents of Polk and Manatee Counties. The
Company attracts deposit accounts by offering outstanding  service,  competitive
interest  rates,  and convenient  locations and service hours.  The Company uses
traditional  methods of  advertising  to attract  new  customers  and  deposits,
including radio, cable television,  direct mail and print media advertising. The
Company  utilizes  the  services  of  deposit  brokers  to a minimal  extent and
management believes that an insignificant number of deposit accounts are held by
non-residents of Florida.

The Company pays  interest on its deposits that are  competitive  in its market.
Interest  rates on  deposits  are set  weekly by senior  management,  based on a
number of factors,  including:

>    projected cash flow;
>    a current  survey of a selected  group of  competitors'  rates for  similar
     products;
>    external data which may influence interest rates;
>    investment opportunities and loan demand; and
>    scheduled certificate maturities and loan and investment repayments.

Because of the large percentage of certificate accounts in the deposit portfolio
(70.9% at September 30, 2001),  the  Company's  liquidity  could be reduced if a
significant  amount of these  accounts,  maturing within a short period of time,
were not renewed. A significant portion of the certificate  accounts remain with
the Company  after they mature and the Company  believes  that  current  renewal
patterns will continue.  However, the need to retain these accounts could result
in an increase in the Company's cost of funds.

The following table shows the amount (in thousands) of the Company's certificate
accounts of $100,000 or more by time  remaining  until  maturity as of September
30, 2001.

         Maturity Period                           Certificate Accounts
         ---------------                           --------------------
         Within three months................              $ 9,218
         Three through six months...........               11,342
         Six through twelve months..........               25,454
         Over twelve months.................               39,673
                                                          -------
              Total                                       $85,687
                                                          =======


                                       16
<PAGE>

Borrowings.  Deposits are the primary  source of funds of the Company's  lending
and investment activities and for general business purposes. The Company, as the
need arises or in order to take advantage of funding  opportunities,  may borrow
funds in the form of advances from the FHLB to supplement its supply of lendable
funds and to meet deposit  withdrawal  requirements.  Advances from the FHLB are
typically  secured  by  stock  in  the  FHLB  and a  portion  of  the  Company's
residential  mortgage  loans and may be  secured  by other  assets,  principally
securities  that are  obligations of or guaranteed by the U.S.  Government.  The
Company  typically has funded loan demand and  investment  opportunities  out of
current loan and mortgage-backed  securities  repayments,  securities maturities
and new  deposits.  However,  in recent  years the  Company  has  utilized  FHLB
advances to supplement  these sources and as a match against  certain  assets in
order to better manage  interest rate risk.  The following  table sets forth the
maximum  month-end  balance  and the average  balance of Federal  Home Loan Bank
advances for the periods indicated.

                                                For the Year Ended September 30,
                                                --------------------------------
                                                 2001       2000        1999
                                                 ----       ----        ----
                                                     (Dollars in thousands)
   Maximum amount of borrowings outstanding
     at any month end:
       Advances from FHLB...................... $151,250   $158,000    $87,600
   Approximate average borrowings outstanding
     with respect to:
       Advances from FHLB...................... $140,120   $128,523    $49,510
   Approximate weighted average rate paid on:
       Advances from FHLB......................     5.74%      5.93%      4.82%


See Note 7 to the consolidated financial statements for additional information.



Personnel

As of  September  30,  2001  the  Company  had 176  full-time  employees  and 11
part-time  employees.   The  employees  are  not  represented  by  a  collective
bargaining unit. The Company believes its relationship  with its employees to be
satisfactory.

                                       17
<PAGE>

                                   Regulation

Set  forth  below  is a  brief  description  of  certain  laws  relating  to the
regulation of the Company and the Bank. The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.

Regulation of the Company

General.  The Company is registered  as a savings and loan holding  company with
the OTS.  The Company  will be required to file reports with the OTS and will be
subject to supervision and periodic examination by the OTS. In addition, the OTS
will have enforcement authority over the Company and any non-savings institution
subsidiaries.  The OTS can restrict or prohibit activities that it determines to
be a serious risk to the Company. OTS regulations are intended primarily for the
protection  of  the  depositors  and  not  for  the  benefit  of  the  Company's
stockholders.

As a unitary  savings and loan  holding  company,  the Company  generally is not
subject   to  any   restrictions   on  its   business   activities.   While  the
Gramm-Leach-Bliley Act (the "GLB Act"), enacted in November 1999, terminated the
"unitary  thrift  holding  company"  exemption from activity  restrictions  on a
prospective basis, the Company enjoys  grandfathered status under this provision
of the GLB Act because it acquired  the Bank prior to May 4, 1999.  As a result,
the Company's  freedom from activity  restrictions as a unitary savings and loan
holding company was not affected by the GLB Act. However, if the Company were to
acquire control of an additional savings  association,  its business  activities
would be subject to restriction under the Home Owners' Loan Act. Furthermore, if
the Company were in the future to sell control of the Bank to any other company,
such company would not succeed to the Company's  grandfathered  status under the
GLB Act and would be subject to the same activity restrictions. The continuation
of the Company's exemption from restrictions on business activities as a unitary
savings and loan  holding  company is also  subject to the  Company's  continued
compliance  with the Qualified  Thrift Lender ("QTL") test. See "- Regulation of
the Bank - Qualified Thrift Lender Test."


 Regulation of the Bank

General.  As a federally  chartered,  insured savings association of the Savings
Association Insurance Fund ("SAIF"), the Bank is subject to extensive regulation
by the OTS and the  Federal  Deposit  Insurance  Corporation  ("FDIC").  Lending
activities  and  other  investments  must  comply  with  federal  statutory  and
regulatory requirements. The Bank is also subject to reserve requirements of the
Federal  Reserve  System.  Federal  regulation  and  supervision  establishes  a
comprehensive  framework of activities in which an institution can engage and is
intended  primarily  for  the  protection  of  the  SAIF  and  depositors.  This
regulatory  structure gives the regulatory  authorities  extensive discretion in
connection with their  supervisory  and  enforcement  activities and examination
policies,  including  policies  regarding the  classification  of assets and the
establishment of an adequate allowance for loan losses.

The OTS  regularly  examines  the Bank and  prepares  reports to Bank's board of
directors  on  deficiencies,  if  any,  found  in  its  operations.  The  Bank's
relationship with its depositors and borrowers is also regulated by federal law,
especially in such matters as the ownership of savings accounts and the form and
content of the Bank's mortgage documents.

The Bank must file reports with the OTS and the FDIC  concerning  its activities
and financial condition,  and must obtain regulatory approvals prior to entering
into  certain  transactions  such as  mergers  with  or  acquisitions  of  other
financial  institutions.  Any  change in  applicable  statutory  and  regulatory
requirements,  whether by the OTS, the FDIC or the United States Congress, could
have a material adverse impact on the Bank or the Company, and their operations.

                                       18
<PAGE>

Insurance  of  Deposit  Accounts.  The FDIC  administers  two  separate  deposit
insurance funds. Generally, the Bank Insurance Fund ("BIF") insures the deposits
of commercial  banks and the SAIF insures the deposits of savings  institutions.
The FDIC is authorized to increase deposit  insurance  premiums if it determines
such  increases are  appropriate  to maintain the reserves of either the SAIF or
the BIF or to fund the  administration  of the FDIC.  In  addition,  the FDIC is
authorized to levy emergency  special  assessments on BIF and SAIF members.  The
FDIC has set the deposit insurance assessment rates for SAIF member institutions
for the  first  six  months of 2001 at 0% to .027 % of  insured  deposits  on an
annualized basis, with the assessment rate for most savings  institutions set at
0%.

In  addition,  all  insured  institutions  of  the  FDIC  are  required  to  pay
assessments  at an annual rate of  approximately  .0212% of insured  deposits to
fund interest payments on bonds issued by the Financing  Corporation,  an agency
of the Federal  government  established to  recapitalize  the predecessor to the
SAIF.  These  assessments  will continue until the Financing  Corporation  bonds
mature in 2017.

Regulatory  Capital  Requirements.   OTS  capital  regulations  require  savings
institutions to meet three capital standards:

>    tangible capital equal to 1.5% of total adjusted assets;
>    "Tier 1" or "core"  capital equal to at least 3% of total  adjusted  assets
     for savings  institutions that receive the highest  supervisory  rating for
     safety and soundness and 4% of total adjusted assets for all other thrifts;
     and
>    risk-based capital equal to 8% of total risk-weighted assets.


The Bank's capital ratios are set forth in Note 10 to the consolidated financial
statements.

For purposes of the OTS capital regulations, tangible capital is defined as core
capital less all intangible assets except for certain mortgage servicing rights.
Tier  1  and  core   capital  are  defined  as  common   stockholders'   equity,
noncumulative perpetual preferred stock and related surplus,  minority interests
in the equity accounts of  consolidated  subsidiaries,  certain  nonwithdrawable
accounts and pledged  deposits of mutual  savings  associations  and  qualifying
supervisory  goodwill.  Tier 1 and core capital are reduced by an  institution's
intangible assets,  with limited exceptions for certain mortgage and nonmortgage
servicing rights and purchased credit card relationships. Both core and tangible
capital are further reduced by an amount equal to the savings institution's debt
and equity investments in "nonincludable" subsidiaries engaged in activities not
permissible  to national  banks other than  subsidiaries  engaged in  activities
undertaken  as  agent  for  customers  or in  mortgage  banking  activities  and
subsidiary depository institutions or their holding companies.

The  risk-based   capital  standard  for  savings   institutions   requires  the
maintenance  of  total  risk-based  capital  of  8%  of  risk-weighted   assets.
Risk-based  capital  is  comprised  of  core  and  supplementary   capital.  The
components  of  supplementary  capital  include,  among other items,  cumulative
perpetual preferred stock,  perpetual  subordinated debt, mandatory  convertible
subordinated  debt,  intermediate-term  preferred  stock, and the portion of the
allowance for loan losses not designated  for specific loan losses.  The portion
of the allowance for loan and lease losses  includable in supplementary  capital
is limited to a maximum of 1.25% of risk-weighted assets. Overall, supplementary
capital is limited to 100% of core capital. A savings  institution's  risk-based
capital is reduced by the amount of capital instruments held by other depository
institutions  pursuant  to  reciprocal  arrangements  and by the  amount  of the
institution's  equity  investments,  other  than  those  deducted  from core and
tangible   capital,   and  its  high   loan-to-value   ratio   land   loans  and
non-residential construction loans.

                                       19
<PAGE>

A savings  institution's  risk-based  capital  requirement  is measured  against
risk-weighted assets, which equal the sum of each on-balance-sheet asset and the
credit-equivalent  amount of each  off-balance-sheet item after being multiplied
by an assigned  risk weight.  These risk weights  range from 0% for cash to 100%
for delinquent loans,  property acquired through foreclosure,  commercial loans,
and other assets.

OTS rules require a deduction from capital for savings institutions with certain
levels  of  interest  rate  risk.  The  OTS  calculates  the  sensitivity  of an
institution's  NPV based on data  submitted by the  institution in a schedule to
its quarterly  Thrift  Financial Report ("TFR") and using the interest rate risk
measurement  model  adopted  by the OTS.  The amount of the  interest  rate risk
component,  if any, deducted from an institution's total capital is based on the
institution's TFR filed two quarters earlier. The OTS has indefinitely postponed
implementation  of the interest rate risk  component,  and the Bank has not been
required to  determine  whether it will be  required to deduct an interest  rate
risk component from capital.

Dividend and Other Capital  Distribution  Limitations.  The OTS imposes  various
restrictions  or  requirements  on the ability of savings  institutions  to make
capital distributions, including cash dividends.

A  savings  institution  that is a  subsidiary  of a  savings  and loan  holding
company,  such as the Bank, must file an application or a notice with the OTS at
least 30 days before making a capital  distribution.  A savings institution must
file an application for prior approval of a capital distribution if:

>    it  is  not  eligible  for  expedited   treatment  under  the  applications
     processing rules of the OTS;
>    the total  amount of all  capital  distributions,  including  the  proposed
     capital  distribution,  for the  applicable  calendar  year would exceed an
     amount  equal to the  savings  bank's net income for that year to date plus
     the institution's retained net income for the preceding two years;
>    it would not adequately be capitalized after the capital distribution; or
>    the  distribution  would  violate an agreement  with the OTS or  applicable
     regulation.

The Bank will be required to file a capital  distribution  notice or application
with the OTS  before  paying  any  dividend  to the  Company.  However,  capital
distributions by the Company, as a savings and loan holding company, will not be
subject to the OTS capital  distribution  rules. The OTS may disapprove a notice
or deny an application for a capital distribution by the Bank if:

>    the savings  institution  would be  undercapitalized  following the capital
     distribution;
>    the proposed capital distribution raises safety and soundness concerns; or
>    the capital  distribution  would  violate a  prohibition  contained  in any
     statute,   regulation  or  agreement.

In addition, a federal savings institution cannot distribute  regulatory capital
that is required for its liquidation account.

                                       20
<PAGE>

Qualified Thrift Lender Test. Federal savings institutions must meet a qualified
thrift lender test or they become subject to the business activity  restrictions
and  branching  rules  applicable to national  banks.  To qualify as a qualified
thrift lender, a savings institution must either:

>    be deemed a "domestic  building  and loan  association"  under the Internal
     Revenue Code by  maintaining  at least 60% of its total assets in specified
     types of assets,  including  cash,  certain  government  securities,  loans
     secured  by  and  other  assets  related  to  residential   real  property,
     educational loans and investments in premises of the institution; or

>    satisfy the  statutory  qualified  thrift lender test set forth in the Home
     Owners' Loan Act by maintaining  at least 65% of its "portfolio  assets" in
     certain  qualified  thrift  investments,  defined  to  include  residential
     mortgages  and  related  equity   investments,   certain   mortgage-related
     securities,  small business loans, student loans and credit card loans, and
     50% of certain community  development  loans. For purposes of the statutory
     qualified thrift lender test,  portfolio assets are defined as total assets
     minus intangible assets, property used by the institution in conducting its
     business,  and  liquid  assets  equal to 10% of  total  assets.  A  savings
     institution  must  maintain  its status as a qualified  thrift  lender on a
     monthly  basis in at least  nine out of every 12  months.  The Bank met the
     qualified  thrift  lender test as of September  30, 2001 and in each of the
     last 12 months and, therefore, qualifies as a qualified thrift lender.


Loans to One Borrower.  Under federal law, savings institutions have, subject to
certain  exemptions,  lending  limits to one  borrower in an amount equal to the
greater of $500,000 or 15% of the institution's  unimpaired capital and surplus.
As of September  30, 2001,  the Bank's legal  lending  limit to one borrower was
$10.4 million.

FHLB  System.  The Bank is a member of the FHLB of  Atlanta,  which is one of 12
regional  FHLBs.  Each FHLB serves as a reserve or central  bank for its members
within its  assigned  region.  It is funded  primarily  from funds  deposited by
financial  institutions  and  proceeds  derived  from the  sale of  consolidated
obligations of the FHLB system.  It makes loans to members  pursuant to policies
and procedures established by the board of directors of the FHLB.

As a member,  the Bank is required to purchase and maintain stock in the FHLB of
Atlanta  in an  amount  equal  to  the  greater  of 1% of our  aggregate  unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the  beginning of each year or 5% of FHLB  advances.  The Bank is in  compliance
with this requirement.  The FHLB imposes various limitations on advances such as
limiting the amount of certain types of real estate related collateral generally
to 30% of a member's capital and limiting total advances to a member.

Federal  Reserve  System.  The Federal  Reserve  System  requires all depository
institutions  to  maintain  non-interest-bearing  reserves at  specified  levels
against their  checking  accounts and non- personal  certificate  accounts.  The
balances  maintained  to meet the  reserve  requirements  imposed by the Federal
Reserve  System  may be  used to  satisfy  the OTS  liquidity  requirements.  At
September 30, 2001 the Bank was in compliance with these requirements.


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

The  Registrant's  corporate  office is  located  at 205 East  Orange  Street in
Lakeland,  Florida and conducts its business  through eleven offices,  which are
located in Polk and Manatee Counties in Florida.  The following table sets forth
the location of each of our offices,  the year the office was opened and the net
book value (in thousands) of each office and its related equipment.

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                            Year facility
                                               opened or     Leased or   Net book value at
           Building/Office Location            acquired       Owned      September 30, 2001
           ------------------------            --------       -----      ------------------
<S>                                            <C>        <C>               <C>
        Downtown/Corporate Headquarters          1957         Owned             $2,358
        Branch Offices:
             Grove Park                          1961         Owned                304
             Highlands                           1972         Owned                499
             Interstate                          1985         Owned                465
             Town and Country                    2000        Leased (3)            277
             Lakewood Ranch                      2001         Owned              2,246
             Winter Haven North                  1978         Owned                485
             Winter Haven South                  1995         Owned                839
             West Bradenton                      1989         Owned                742
             Cortez (Bradenton)                  1972        Leased (1)             92
             Scott Lake                          1997         Owned                557
        Operations Center                        1964         Owned                268
        Residential Lending Office               1999        Leased (2)             24
        Land                                                                     1,199
        Other projects in progress                                                 589
</TABLE>

----------------
(1)  Five-year lease that  terminates  December 31, 2003, but has two three-year
     renewal options.
(2)  Annual renewable lease.
(3)  Ten year lease with two five year options.

As of September 30, 2001, the net book value of land,  buildings,  furniture and
equipment owned by us, less accumulated depreciation,  totaled $10.9 million. In
addition, on December 6, 2001 the Bank entered into an agreement to purchase the
deposits and seven branch facilities from another financial institution. The net
book value of the purchased  facilities and related equipment  approximates $2.5
million.

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

From  time to time the  Company  and the  Bank  are  involved  as  plaintiff  or
defendant in various  legal  actions  arising in the normal  course of business.
Presently,  neither the Company nor the Bank is a party to any material  pending
legal proceeding.

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

Not applicable.

                                       22
<PAGE>

                                     PART II


Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
         Matters
         -------

Page 3 of the 2001 Annual  Report to  Stockholders  ("Annual  Report") is herein
incorporated by reference.


Item 6.  Selected Financial Data
--------------------------------

Pages 4 and 5 of the Annual Report are herein incorporated by reference.


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

Pages 6 through 16 of the Annual Report are herein incorporated by reference.



Item 7a.  Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

Pages 7 through 8 of the Annual Report are herein incorporated by reference.



Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

Pages 18 through 42 of the Annual Report are herein incorporated by reference.



Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure
         --------------------

Information  regarding the change in accountants is  incorporated  herein to the
Form 8-K dated May 22, 2001 and filed on May 29, 2001.


                                       23
<PAGE>

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

Information  concerning  Directors and Executive  Officers of the  Registrant is
incorporated  herein by reference from the Company's  definitive Proxy Statement
for the Annual Meeting of Stockholders  scheduled to be held on January 29, 2002
("Proxy Statement").


Item 11.  Executive Compensation
--------------------------------

Information   concerning  executive   compensation  is  incorporated  herein  by
reference from the Company's Proxy Statement.


Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

(a)      Security Ownership of Certain Beneficial Owners

         Information  required by this item is incorporated  herein by reference
         to the Section captioned "Principal Holders" of the Proxy Statement.

(b)      Security Ownership of Management

         Information  required by this item is incorporated  herein by reference
         to the  sections  captioned  "Principal  Holders"  and  "Proposal  I --
         Election of Directors" of the Proxy Statement.

(c)      Management  of the  Company  knows of no  arrangements,  including  any
         pledge by any person of  securities  of the Company,  the  operation of
         which may at a  subsequent  date  result in a change in  control of the
         registrant.


Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

The information required by this item is incorporated herein by reference to the
section captioned "Certain  Relationships and Related Transactions" of the Proxy
Statement.

                                       24
<PAGE>

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------------------------------------------------------------------------

 (a) (1)  Financial Statements:

         The consolidated  statements of financial  condition of the Company and
         subsidiary   as  of  September  30,  2001  and  2000  and  the  related
         consolidated   statements   of  earnings,   stockholders'   equity  and
         comprehensive  income  and  cash  flows  for  each of the  years in the
         three-year  period ended September 30, 2001,  together with the related
         notes and the independent  auditors' report of Hacker,  Johnson & Smith
         PA,  independent  certified  public  accountants  are  incorporated  by
         reference to the Annual Report.

(a) (2)   Financial Statement Schedules:

         All financial statement schedules have been omitted, as the information
         is not required under the related instructions or is inapplicable.


(a) (3) Exhibits:
<TABLE>
<CAPTION>

          Exhibit
          Number                    Document
          ------                    --------
<S>              <C>
           3(i)     Articles of Incorporation of FloridaFirst Bancorp, Inc.*
           3(ii)    Bylaws of FloridaFirst Bancorp, Inc.*
             4      Specimen Stock Certificate of FloridaFirst Bancorp, Inc.*
           10.1     Form of Employment Agreement entered into with the named executive officers of
                    FloridaFirst Bank *
           10.2     1999 Stock Option Plan **
           10.3     Restricted Stock Plan **
           10.4     Supplemental Executive Retirement Plan for the Benefit of Certain Senior Officers*
            21      Subsidiaries of Registrant (See Item 1 - Description of the Business)
            23      Consent of Accountants
</TABLE>

*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-1 initially filed with the Commission on September 5, 2000 (File No.
     333-45150).

**   Incorporated by reference to the identically  numbered exhibits to the Form
     10-K filed by FloridaFirst Bancorp on December 29, 1999 (File No. 0-25693).


(b)      Reports on Form 8-K:

         There were no reports on Form 8-K filed by FloridaFirst  Bancorp,  Inc.
during the period covered by this report.

                                       25
<PAGE>

                                   SIGNATURES

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

                                       FLORIDAFIRST BANCORP, INC.


 Date: March 8, 2002                   By: /s/Gregory C. Wilkes
                                           -------------------------------------
                                           Gregory C. Wilkes
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 8, 2002, by the  following  persons on behalf  of
the Registrant and in the capacities indicated.

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

/s/Gregory C. Wilkes                          /s/Kerry P. Charlet
-------------------------------------         --------------------------------------------
Gregory C. Wilkes                             Kerry P. Charlet
President and Chief Executive Officer         Senior Vice President and
                                              Chief Financial Officer
                                              (Principal Financial and Accounting Officer)

/s/Nis H. Nissen, III                         /s/Stephen A. Moore, Jr.
-------------------------------------         --------------------------------------------
Nis H. Nissen, III                            Stephen A. Moore, Jr.
Chairman of the Board                         Director


/s/Llewellyn N. Belcourt                      /s/Arthur J. Rowbotham
-------------------------------------         --------------------------------------------
Llewellyn N. Belcourt                         Arthur J. Rowbotham
Director                                      Director


/s/J. Larry Durrence                          /s/G. F. Zimmermann, III
-------------------------------------         --------------------------------------------
J. Larry Durrence                             G. F. Zimmermann, III
Director                                      Director

</TABLE>

                                       26