SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(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, 2000
                                            ------------------

                                     - 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:  000-32139
                                      ---------

                           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    NO  X (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 (ss.229.405 of this chapter) 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 22, 2000, was $62.2 million.
(The  exclusion  from such amount of the market value of the shares owned by any
person shall not be deemed an admission by the registrant that such person is an
affiliate of the registrant.)

As of December 22, 2000,  there were issued and outstanding  5,520,000 shares of
the Registrant's Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
<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, 2000,  the Company had total  assets,
deposits  and  equity of $582.2  million,  $521.1  million,  and $61.1  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.

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,
                               -----------------------------------------------------------------------------------------------------
                                      2000                 1999                1998                1997                 1996
                               ------------------- ------------------- ------------------  --------------------  -------------------
                                 Amount  Percent      Amount  Percent    Amount   Percent     Amount   Percent     Amount   Percent
                                 ------  -------      ------  -------    ------   -------     ------   -------     ------   -------
<S>                          <C>         <C>     <C>          <C>    <C>          <C>    <C>            <C>     <C>          <C>
Type of Loans:
-------------
Mortgage loans:
Residential:
  Permanent..................  $304,419     66.1%  $276,115     65.6%  $244,667     68.3%  $256,742       69.3%   $247,609     73.7%
  Construction...............    27,996      6.1     32,974      7.8     27,311      7.6     22,350        6.0      19,778      5.9
Multi-family.................     3,610       .8      5,787      1.4      4,464      1.2      4,154        1.1       4,564      1.4
Commercial real estate (1)...    30,709      6.6     21,157      5.0     17,217      4.8     12,282        3.3       8,562      2.5
Land.........................    12,886      2.8      9,548      2.3      6,796      1.9      6,153        1.7         779       .2
Consumer Loans:
  Home equity loans (2)......    28,926      6.3     22,545      5.4     13,137      3.7     18,310        4.9      18,361      5.5
  Auto loans.................    40,717      8.8     42,181     10.0     34,795      9.7     43,504       11.7      30,911      9.2
  Other......................    11,396      2.5     10,318      2.5      9,959      2.8      7,415        2.0       5,311      1.6
                                -------    -----    -------    -----   ---------   -----     -------     -----      -------   -----
Total loans..................   460,659    100.0%   420,625    100.0%   358,346    100.0%   370,910      100.0%    335,875    100.0%
                                           =====               =====               =====                 =====                =====
Less:
  Loans in process (3).......    16,952              19,774              17,013              12,589                 12,072
  Deferred loan fees and
    unearned interest........         -                   -                 159                 137                     91
  Allowance for loan losses..     3,321               2,941               2,564               2,633                  2,385
                               --------            --------            --------            --------               --------
Total loans, net.............  $440,386            $397,910            $338,610            $355,551               $321,327
                               ========            ========            ========            ========               ========
</TABLE>
--------------------
(1)  Includes commercial loans of $2,533 in 2000, $1,374 in 1999, $1,083 in 1998
     and $218 in 1997 which were not secured by real estate.
(2)  Includes home equity lines of credit.
(3)  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, 2000.  Demand  loans,  loans
having no stated maturity, and overdrafts are shown as due in one year or less.

<TABLE>
<CAPTION>
                                                                 Commercial         Home       Auto and
                                                    Multi-       real estate       equity       Other
                                  Residential(1)    family        and land          loans      consumer        Total
                                  --------------    ------        --------          -----      --------        -----
                                                                     (In thousands)
<S>                                <C>            <C>            <C>            <C>           <C>         <C>
    Amounts Due:
    Within 1 Year.............       $ 50,104       $  567         $ 6,319        $ 6,369       $ 2,106     $ 65,465
                                     --------       ------         -------        -------       -------     --------
    After 1 year:
      1 to 3 years............         31,851           16          10,043            549        14,185       56,644
      3 to 5 years............         18,484        1,166           9,202          2,754        28,215       59,821
      Over 5 years............        231,976        1,861          18,031         19,254          7,607     278,729
                                     --------       ------         -------        -------       -------     --------
    Total due after one year..        282,311        3,043          37,276         22,557        50,007      395,194
                                     --------       ------         -------        -------       -------     --------
    Total amount due..........       $332,415       $3,610         $43,595        $28,926       $52,113     $460,659
                                     ========       ======         =======        =======       =======     ========
</TABLE>
--------
(1)  Includes $27,996 in construction loans.


The  following  table  sets  forth  the  dollar  amount  of all  loans due after
September  30, 2001,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.

                                                       Floating or
                                         Fixed Rates   Adjustable rates   Total
                                         -----------   ----------------   -----
                                                       (In thousands)
  Residential........................      $ 233,101      $ 49,210      $282,311
  Multi-family.......................          2,676           367         3,043
  Commercial real estate and land....         32,057         5,219        37,276
  Home equity loans..................         22,557             -        22,557
  Auto and other consumer............         50,007             -        50,007
                                           ---------      --------      --------
    Total............................      $ 340,398      $ 54,796      $395,194
                                           =========      ========      ========

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  originates
fixed-rate and adjustable-rate loans for retention in its portfolio.  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.

                                       3
<PAGE>

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.

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, 2000,  80% 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, 2000,  approximately  20% 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 $260,000 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 $1.6
million  on  September  30,  2000  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.

                                       4
<PAGE>

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.


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 new 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:

o    credit file documentation,
o    analysis of the borrower's capacity to repay the loan,
o    adequacy of the borrower's capital and collateral,
o    analysis of the borrower's character, and
o    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, 2000, the commercial business loans ranged from
$2,000 to $4.0 million, with an average balance outstanding of $35,000. With the
exception  of two loans  totaling  $45,000,  all such loans are current and have
performed in  accordance  with their terms.  The Company has provided a specific
reserve for $45,000 for the two delinquent  loans because recovery of any amount
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, 2000, 59% 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, 2000 was $886,000.

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,
                                              -----------------------------------------------
                                                2000      1999      1998      1997      1996
                                                ----      ----      ----      ----      ----
                                                            (Dollars in thousands)
<S>                                         <C>       <C>       <C>       <C>       <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Residential .............................   $   33    $  581    $  445    $1,624    $  654
  Multi-family ............................        -         -         -         -         -
  All other mortgage loans ................      638       103         -       491       491
Commercial loans ..........................       45         -         -         -         -
Consumer loans:
  Home equity loans .......................        -         -         -         -         -
  Other consumer ..........................       46       146       391       199        39
                                              ------    ------    ------    ------    ------
Total .....................................   $  762    $  830    $  836    $2,314    $1,184
                                              ======    ======    ======    ======    ======
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 ................   $  762    $  830    $  836    $2,314    $1,184
                                              ======    ======    ======    ======    ======
Real estate owned .........................   $  113    $   15    $  403    $   67    $    8
                                              ======    ======    ======    ======    ======
Other non-performing assets ...............   $   90    $  188    $   91    $  104    $   42
                                              ======    ======    ======    ======    ======
Total non-performing assets ...............   $  965    $1,033    $1,330    $2,485    $1,234
                                              ======    ======    ======    ======    ======
Total non-performing loans to net loans ...      .17%      .21%      .25%      .65%      .37%
                                              ======    ======    ======    ======    ======
Total non-performing loans to total assets       .13%      .17%      .20%      .49%      .27%
                                              ======    ======    ======    ======    ======
Total non-performing assets to total assets      .17%      .21%      .32%      .53%      .28%
                                              ======    ======    ======    ======    ======
</TABLE>

During the year ended  September  30,  2000,  approximately  $29,000 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, 2000
the classified assets were (in thousands):

                 Special mention.......................... $  689
                 Substandard..............................  1,388
                 Doubtful.................................      -
                 Loss.....................................     45
                                                           ------
                      Total............................... $2,122
                                                           ======


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.

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 also periodically performs valuations of other real estate
owned and  establishes  allowances  to reduce book values of the  properties  to
their net realizable values when necessary.

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.

                                       9
<PAGE>



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,
                                                   2000          1999          1998          1997          1996
                                                ---------     ---------     ---------     ---------     ---------
                                                                       (Dollars in thousands)
<S>                                            <C>           <C>           <C>           <C>           <C>
Allowance balance, beginning of period ......   $   2,941     $   2,564     $   2,633     $   2,385     $   1,902
                                                ---------     ---------     ---------     ---------     ---------
Provision for loan losses ...................         630           540           405           317           600
                                                ---------     ---------     ---------     ---------     ---------
Charge-offs:
  Residential ...............................         (32)          (37)         (218)          (19)          (70)
  Commercial real estate ....................           -             -          (146)          (12)            -
  Consumer ..................................        (256)         (214)         (110)          (38)          (49)
                                                ---------     ---------     ---------     ---------     ---------
Total charge-offs ...........................        (288)         (251)         (474)          (69)         (119)
Recoveries ..................................          38            88             -             -             2
                                                ---------     ---------     ---------     ---------     ---------
Net (charge-offs) recoveries ................        (250)         (163)         (474)          (69)         (117)
                                                ---------     ---------     ---------     ---------     ---------
Allowance balance, end of period ............   $   3,321     $   2,941     $   2,564     $   2,633     $   2,385
                                                =========     =========     =========     =========     =========
Total loans outstanding .....................   $ 440,386     $ 397,910     $ 338,610     $ 355,551     $ 321,327
                                                =========     =========     =========     =========     =========
Average loans outstanding ...................   $ 423,409     $ 368,513     $ 339,218     $ 339,992     $ 288,901
                                                =========     =========     =========     =========     =========

Allowance for loan losses as a percent of
    total loans outstanding .................         .75%          .74%          .76%          .74%          .74%

Net loans charged off as a percent of average
    loans outstanding .......................         .06%          .04%          .14%          .02%          .04%
</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,
                      --------------------------------------------------------------------------------------------------------------
                             2000                  1999                     1998                   1997               1996
                      ---------------------  -------------------  -----------------------   --------------------  ------------------
                                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........   $ 1,804        72.2%  $ 1,689       73.4%    $ 1,564       75.9%     $ 1,523        75.3%  $ 1,491     79.6%
Multi-family.......        27          .8        37        1.4          33        1.2           31         1.1        34      1.4
Commercial real
estate and land....       566         8.9       289        7.3         206        6.7          251         5.0       234      2.7
Consumer...........       924        18.1       926       17.9         761       16.2          828        18.6       626     16.3
                      -------      ------   -------     ------     -------     ------      -------       ------  -------   ------
Total allowance....   $ 3,321      100.00%  $ 2,941     100.00%    $ 2,564     100.00%     $ 2,633       100.00% $ 2,385   100.00%
                      =======      ======   =======     ======     =======     ======      =======       ======  =======   ======
</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,
2000,  the Company had an  investment  securities  portfolio  of $106.3  million
(18.3% 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  which 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).

Investment   Securities.   The  Company  maintains  a  portfolio  of  investment
securities,  classified  as either  available  for sale or held to maturity,  to
enhance  total return on  investments.  At September  30,  2000,  the  Company's
investment  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 52% of the Company's
U.S.  government  agency  obligations  at September  30, 2000,  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  which  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  investments)  which are subject to
periodic principal repayments and payoffs before contractual maturities.

Municipal  Bonds.  Municipal  bonds  have  maturities  from 12 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 $7.9
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.

                                                            At September 30,
                                                     ---------------------------
                                                        2000      1999      1998
                                                     --------   -------  -------
                                                            (In thousands)
   Securities held to maturity:
   ----------------------------
    U.S. government agency securities..............   $ 1,000    $4,000   $8,998
    Collateralized mortgage obligations............     8,687     8,724    9,738
                                                     --------   -------  -------
    Total securities held to maturity..............     9,687    12,724   18,736
                                                     --------   -------  -------

   Securities available for sale (at fair value):
   ----------------------------------------------
   U.S. government agency securities ..............    19,357    20,513   24,711
   Collateralized mortgage obligations.............    18,072     7,420    3,229
   Mortgage-backed securities......................    29,650    28,316   14,285
   Corporate bonds.................................    20,186     6,718        -
   Municipal bonds.................................     9,396     5,185        -
                                                     --------   -------  -------
   Total securities available for sale.............    96,661    68,152   42,225
                                                     --------   -------  -------
    Total .........................................  $106,348   $80,876  $60,961
                                                     ========   =======  =======

                                       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  investment  securities portfolio at September
30, 2000.  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, 2000
                             -------------------------------------------------------------------------------------------------------
                                                                                          More than
                             One Year or Less  One to Five Years  Five to Ten Years       Ten Years      Total Investment 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................. $ 1,000   5.54%  $ 7,225    6.04%    $10,185    6.98%  $ 1,947      8.00%  $ 20,357   6.68%   $ 20,357
Collateralized mortgage
obligations..................   8,687   6.59         -       -          42    2.80    18,030      7.70     26,759   7.34      26,463
Mortgage-backed securities...       -      -         -       -       4,668    6.20    24,982      7.20     29,650   7.04      29,650
Corporate bonds..............     990   6.63     7,345    7.50       3,906    8.08     7,945      8.31     20,186   7.90      20,186
Municipal bonds..............       -      -         -       -           -       -     9,396      5.07      9,396   5.07       9,396
                              -------   ----   -------    ----     -------    ----   -------      ----   --------   ----    --------
  Total...................... $10,677   6.50%  $14,570    6.77%    $18,801    7.00%  $62,300      7.19%  $106,348   7.03%   $106,052
                              =======   ====   =======    ====     =======    ====   =======      ====   ========   ====    ========
</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  borrowing,  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 investment 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 customers 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 does not utilize the services of deposit brokers and management believes
that an  insignificant  number of deposit  accounts are held by non-residents of
Florida.

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

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

Because of the large percentage of certificate accounts in the deposit portfolio
(71.4% at September 30, 2000),  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, 2000.

                                                                  Certificate
          Maturity Period                                           Accounts
          ---------------                                           --------
          Within three months................................        $ 9,418
          Three through six months...........................         10,476
          Six through twelve months..........................         20,679
          Over twelve months.................................         16,775
                                                                     -------
                                                                     $57,348
                                                                     =======

                                       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  which 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,  investment 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.

<TABLE>
<CAPTION>
                                                                       For the Year Ended September 30,
                                                                      2000            1999           1998
                                                                      ----            ----           ----
                                                                              (Dollars in thousands)
<S>                                                                <C>              <C>           <C>
   Maximum amount of borrowings outstanding at any month end:
       Advances from FHLB...........................                $158,000         $87,600       $21,000
   Approximate average borrowings outstanding with respect to:
       Advances from FHLB...........................                $128,523         $49,510       $ 2,647
   Approximate weighted average rate paid on:
       Advances from FHLB...........................                    5.93%           4.82%        5.10%

</TABLE>
See Note 7 to the consolidated financial statements for additional information.


Personnel

As of  September  30,  2000  the  Company  had 159  full-time  employees  and 13
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.

Financial Modernization Legislation

On November 12, 1999,  President Clinton signed into law the  Gramm-Leach-Bliley
Financial  Services  Modernization  Act  (the  GLB  Act"),  which  repealed  the
prohibitions  against bank affiliations with securities and insurance firms. The
GLB Act authorizes qualifying bank holding companies to become financial holding
companies and thereby  affiliate with securities  firms and insurance  companies
and engage in other activities that are financial in nature.  Additionally,  the
GLB Act defines financial in nature to include securities underwriting,  dealing
and market making;  sponsoring mutual funds and investment companies;  insurance
underwriting and agency;  merchant banking  activities,  and activities that the
Federal  Reserve  Board has  determined  to be  closely  related to  banking.  A
qualifying national bank also may engage,  subject to limitations on investment,
in activities that are financial in nature,  other than insurance  underwriting,
insurance company portfolio investment, real estate development, and real estate
investment, through a financial subsidiary of the bank.

The GLB Act repeals the  "unitary  savings and loan holding  company  exemption"
from the  restrictions  imposed  by the Home  Owners'  Loan Act on the  business
activities  of  savings  and  loan  holding  companies.  However,  the  GLB  Act
grandfathers from this provision companies that were already unitary savings and
loan  holding  companies  before  May 4, 1999 or that  result  from an  internal
reorganization  of such  preexisting  unitary holding  companies.  Grandfathered
unitary  savings  and  loan  holding  companies  have no  restrictions  on their
activities at the holding  company  level.  However,  non-grandfathered  unitary
savings and loan holding companies may engage only in activities  authorized for
savings  and loan  holding  companies  under  the Home  Owners'  Loan Act and in
banking,  securities,  insurance and merchant banking  activities  permitted for
financial  holding  companies under the GLB Act. Since the Company was a unitary
savings and loan holding company before May 4, 1999, the Company expects to be a
grandfathered  unitary savings and loan holding  company.  However,  there is no
assurance  that the  Office of Thrift  Supervision  ("OTS")  will  consider  the
Company a grandfathered holding company,  since the Company has not requested an
opinion  from the OTS  regarding  its status  under the GLB Act's  grandfathered
provisions.

The GLB Act imposes  significant new financial privacy obligations and reporting
requirements   on  all  financial   institutions,   including   federal  savings
associations.  Specifically,  the  statute,  among other  things,  will  require
financial  institutions  to:

o    establish  privacy  policies  and disclose  them to  customers  both at the
     commencement of a customer relationship and on an annual basis; and
o    permit  customers  to opt out of a financial  institution's  disclosure  of
     financial information to nonaffiliated third parties.

The federal financial regulators have promulgated final regulations implementing
these provisions, which will become effective July 1, 2001.

The GLB Act also  enacts  significant  changes to the FHLB  System.  The GLB Act
expands  the   permissible   uses  of  FHLB  advances  by  community   financial
institutions,  under $500 million in assets,  to include  funding loans to small
businesses,  small farms and small agricultural businesses. In addition, the GLB
Act  makes   membership  in  a  regional  FHLB  voluntary  for  federal  savings
associations.

                                       18
<PAGE>

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.

Activities  Restrictions.  Because  FloridaFirst  Bancorp,  the former  mid-tier
holding company,  was a unitary savings and loan holding company prior to May 4,
1999, the Company  expects it will be a  grandfathered  unitary savings and loan
holding  company  under the GLB Act. If the Company is a  grandfathered  unitary
holding  company,  there would be  generally  no  restrictions  on its  business
activities. However, there is no assurance of the type of activities the Company
will be permitted  to engage in, since the Company has not  requested an opinion
from the OTS as to whether any  restrictions  will apply.  Additionally,  if the
Bank were to fail to meet the  Qualified  Thrift  Lender Test,  then the Company
would become subject to the activities restrictions of the Home Owners' Loan Act
applicable to multiple holding  companies.  See "Regulation of FloridaFirst Bank
-- Qualified Thrift Lender Test."

If the  Company  were to acquire  control of another  savings  institution,  the
Company would lose its grandfathered  status under the GLB Act and the Company's
business  activities would be restricted to certain activities  specified by OTS
regulation,  which include performing  services and holding properties used by a
savings institution  subsidiary,  certain activities  authorized for savings and
loan  holding  companies  as  of  March  5,  1987,  and  nonbanking   activities
permissible for bank holding companies  pursuant to the Bank Holding Company Act
of 1956 or authorized for financial holding  companies  pursuant to the GLB Act.
Furthermore,  no company may  acquire  control of the Company or the Bank unless
the company was a unitary  savings and loan holding  company on May 4, 1999,  or
became a unitary  savings and loan holding  company  pursuant to an  application
pending as of that date, or the company is only engaged in  activities  that are
permitted  for  multiple  savings and loan holding  companies  or for  financial
holding companies under the Bank Holding Company Act as amended by the GLB Act.

Mergers and  Acquisitions.  The Company must obtain approval from the OTS before
acquiring  more than 5% of the voting stock of another  savings  institution  or
savings and loan holding  company or acquiring such an institution or company by
merger,  consolidation  or purchase of its assets.  In evaluating an application
for the  Company to  acquire  control  of a savings  institution,  the OTS would
consider the financial  and  managerial  resources  and future  prospects of the
Company and the target institution, the effect of the acquisition on the risk to
the  insurance  funds,  the  convenience  and the  needs  of the  community  and
competitive factors.

                                       19
<PAGE>

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.

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 2000 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  to the  corporation  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:

o    tangible capital equal to 1.5% of total adjusted assets;
o    "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
o    risk-based capital equal to 8% of total risk-weighted assets.

The Bank's capital ratios are set forth in Note 11 to the consolidated financial
statements.

                                       20
<PAGE>

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.

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:

o    it  is  not  eligible  for  expedited   treatment  under  the  applications
     processing rules of the OTS;
o    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;
o    it would not adequately be capitalized after the capital distribution; or
o    the  distribution  would  violate an agreement  with the OTS or  applicable
     regulation.

                                       21
<PAGE>

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:

o    the savings  institution  would be  undercapitalized  following the capital
     distribution;
o    the proposed capital distribution raises safety and soundness concerns;  or
o    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.

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:

o    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
o    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, 2000 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, 2000,  the Bank's legal  lending  limit to one borrower was
$8.0 million.

Liquidity  Requirements.  All  federal  savings  institutions  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowing  payable in one year or less.  Depending  on economic  conditions  and
savings  flows of all  savings  institutions,  the OTS can  vary  the  liquidity
requirement  from time to time  between 4% and 10%.  Monetary  penalties  may be
imposed on institutions for liquidity requirement violations.

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.

                                       22
<PAGE>

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.

The FHLBs are required to provide funds for the  resolution of troubled  savings
institutions  and to contribute to affordable  housing  programs  through direct
loans or interest  subsidies on advances  targeted for community  investment and
low- and  moderate-income  housing projects.  These contributions have adversely
affected the level of dividends paid by the FHLBs and could continue to do so in
the future.

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.

Savings  institutions  have authority to borrow from the Federal  Reserve System
"discount  window," but Federal Reserve System policy generally requires savings
institutions  to exhaust all other  sources  before  borrowing  from the Federal
Reserve System.

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

Our  corporate  offices  are  located  at 205 East  Orange  Street in  Lakeland,
Florida. We conduct our business through nine 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.

                                       23
<PAGE>
<TABLE>
<CAPTION>

                                               Year facility
                                                 opened or        Leased or       Net book value at
                  Building/Office Location       acquired           Owned         September 30, 2000
                  ------------------------       --------           -----         ------------------
<S>                                              <C>           <C>                 <C>
        Downtown/Corporate Headquarters            1957            Owned              $2,208
        Branch Offices:
             Grove Park                            1961            Owned                 357
             Highlands                             1972            Owned                 580
             Interstate                            1985            Owned                 467
             Winter Haven North                    1978            Owned                 535
             Winter Haven South                    1995            Owned                 889
             West Bradenton                        1989            Owned                 783
             Cortez (Bradenton)                    1972          Leased (1)              119
             Scott Lake                            1997            Owned                 594
        Operations Center                          1964            Owned                 289
        Residential Lending Office                 1999          Leased (2)               10
        New branch/land                                                                1,199(3)
        Other projects in progress                                                       905(3)
</TABLE>

--------------------
(1)  Five-year lease that  terminates  December 31, 2003, but has two three-year
     renewal options.
(2)  Six-month renewable lease.
(3)  In fiscal 2001 and 2002, the Bank plans to open approximately three de novo
     branches in Polk and Manatees Counties, Florida. See "Management Discussion
     and Analysis of Financial Condition and Results of Operations -- Comparison
     of Operating  Results for the Year Ended  September  30, 2000 and September
     30, 1999 -- Other Expenses."

As of September 30, 2000, the net book value of land,  buildings,  furniture and
equipment owned by us, less accumulated depreciation, totaled $8.9 million.

In March 1999,  the Bank sold a former branch site. In connection  with the sale
of this  property,  the Bank agreed to indemnify  the purchaser for the costs of
obtaining closure with state environmental  authorities  regarding the necessity
of further remediation of certain  environmental  contamination on the sites due
to outside sources.  The Company anticipates that any costs related to obtaining
closure  with the state  environmental  authorities  should occur in fiscal year
2001.  Any costs incurred will be applied  against the deferred  gain,  then the
remaining gain will be reflected in the  consolidated  statement of earnings.  A
deferred  gain of $190,000  related to the sale of this  property is included in
Other Liabilities in the consolidated  statement of financial  condition pending
resolution  of this matter.  The Company does not currently  anticipate  that it
will  incur  additional  material  expense  associated  with  the  sale  of this
property.

                                       24
<PAGE>

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 are a party to any material pending
legal proceeding.


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

On December  18, 2000  FloridaFirst  Bancorp held a meeting of  stockholders  to
approve the  conversion  and  reorganization.  The  proposal was approved by the
following votes:

                        For              Against              Withheld
                  --------------    ------------------     -----------------
                   4,297,130             4,096                   11,243



                                       25
<PAGE>

                                     PART II

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

Since its issuance on April 6, 1999,  the  Company's  common stock has traded on
the  Nasdaq  National  Market  under the symbol  FFBK.  Upon  completion  of the
conversion and  reorganization  on December 21, 2000, the common stock continues
to trade  on the  Nasdaq  National  Market  under  the same  symbol,  FFBK.  The
following table sets forth dividend  information  and market price  information,
based on closing  prices,  as  reported  by the Nasdaq  National  Market for the
common stock high and low sales prices for the periods indicated. See Note 19 of
the consolidated financial statements for a summary of quarterly financial data.

<TABLE>
<CAPTION>
                                                                              Cash Dividends
                                                      High          Low     Per Share Declared
                                                      ----          ---     ------------------
<S>                                                 <C>          <C>             <C>
Fiscal 2000

First Quarter......................................   $9.38        $8.50           $.04

Second Quarter.....................................    8.88         7.31            .04

Third Quarter......................................    8.25         7.25            .04

Fourth Quarter.....................................   12.25         7.88            .04



Fiscal 1999

Third Quarter (April 6, 1999 - June 30, 1999)......    9.50         7.88             --

Fourth Quarter.....................................    9.50         8.38            .04
</TABLE>


The ability to pay dividends to  stockholders is dependent upon the dividends it
receives  from the Bank.  The Bank may not declare or pay a cash dividend on any
of its stock if the effect of such payment would cause its regulatory capital to
be reduced below the regulatory requirements imposed by the OTS.

The number of stockholders of record of common stock as of December 22, 2000 was
approximately  1,560, which do not include the number of persons or entities who
held stock in nominee or "street" name through various brokerage firms.

                                       26
<PAGE>

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

                                              Selected Financial Highlights
                                              -----------------------------
                                            (In thousands except share data)
<TABLE>
<CAPTION>

 At September 30:                                        2000          1999       1998 (2)        1997        1996 (3)
                                                      --------      --------      --------     ---------      --------
<S>                                                 <C>           <C>           <C>           <C>           <C>
Assets...................................            $ 582,180     $ 498,358     $ 414,472     $ 466,765     $ 440,294
Loans receivable, net....................              440,386       397,910       338,610       355,551       321,327
Investment securities....................              106,348        80,876        60,961        74,573        99,841
Cash and cash equivalents................                6,734         2,598           647        21,842         3,885
Deposits.................................              354,554       339,224       352,180       429,714       404,184
FHLB advances and other borrowings.......              160,937        92,472        21,000
Stockholders' equity.....................               61,081        61,337        36,107        33,588        30,569

Actual number (not in thousands):
Real estate loans outstanding............                4,615         4,696         4,433         5,149         5,461
Deposit accounts.........................               36,747        38,409        38,409        46,012        43,002
Full service offices.....................                    9             9             9            14            13

For the year ended September 30:

Interest income..........................             $ 39,840      $ 32,648     $ 32,141       $ 33,865      $ 31,694
Interest expense.........................               23,575        17,128       18,966         19,702        18,961
                                                      --------      --------     --------       --------      --------
Net interest income......................               16,265        15,520       13,175         14,163        12,733
Provision for loan losses................                  630           540          405            317           600
                                                      --------      --------     --------       --------      --------
Net interest income after provision
     For loan losses.....................               15,635        14,980       12,770         13,846        12,133
Other income.............................                2,114         1,473        4,347          1,189         1,546
Other expenses...........................               11,813        11,448       13,581         11,209        13,382
                                                      --------      --------     --------       --------      --------
Income before income taxes ..............                5,936         5,005        3,536          3,826           297
Income taxes.............................                2,094         1,748        1,151          1,299            44
                                                      --------      --------     --------       --------      --------
Net income...............................             $  3,842      $  3,257     $  2,385       $  2,527      $    253
                                                      ========      ========     ========       ========      ========
Basic earnings per share (1).............             $    .73      $    .34            -              -             -
                                                      ========      ========
Diluted earnings per share (1)...........             $    .72      $    .34            -              -             -
                                                      ========      ========

Weighted  average  common  and  common  equivalent
shares outstanding: (1)

   Basic                                                 5,256         5,549            -              -             -
   Diluted                                               5,345         5,549            -              -             -
</TABLE>

-----------------
(1)  Years  2000  and  1999  include  $25.7  million  in net  proceeds  from the
     reorganization  on April 6, 1999.  Prior to April 6,  1999,  the Bank was a
     mutual  institution.  Therefore,  earnings per share and  weighted  average
     shares  outstanding in 1999 are for the six months ended September 30, 1999
     (period subsequent to the reorganization.)
(2)  During fiscal year 1998,  the Bank sold five branches (and $55.5 million in
     related deposits) that were not contiguous to its primary market area for a
     pre-tax gain of $3.0 million. In connection with the sale of branches,  the
     Bank  transferred  $44.6  million in loans.  In  addition,  other  expenses
     includes special benefit plan adjustments of $2.2 million.
(3)  1996 includes a $2.5 million  one-time  special  assessment to recapitalize
     the Savings Association Insurance Fund.

                                       27
<PAGE>

                            Selected Financial Ratios
                            -------------------------
<TABLE>
<CAPTION>
                                                                 At or For the Year Ended September 30,
                                                      ---------------------------------------------------------------
                                                       2000          1999          1998          1997          1996
                                                       ----          ----          ----          ----          ----
<S>                                                <C>           <C>           <C>           <C>           <C>
  Performance Ratios:
  Return on average assets (net income
      divided by average total assets)........          .70%          .72%          .55%          .56%          .06%

  Return on average equity (net income
      divided by average equity)..............         6.43          6.65          6.55          7.71          .79

  Net interest rate spread....................         2.54          2.95          2.65          2.87          2.68

  Net interest margin on average
      interest-earnings assets................         3.13          3.56          3.10          3.23          3.03

  Average interest-earning assets to
      average interest-bearing liabilities....          113           116           110           108           108

  Efficiency ratio (noninterest expense,
      other than the $2.5 million SAIF
      special assessment in 1997, divided
     by the sum of net interest income and
     noninterest income)......................           64            67            78            74            76

  Asset Quality Ratios:
  Non-performing loans to total loans, net              .17           .21           .25           .65           .37
  Non-performing assets to total assets....             .17           .21           .32           .53           .28
  Net charge-offs to average loans
       outstanding............................          .06           .04           .14           .02           .04
  Allowance for loan losses to total loans....          .75           .74           .76           .74           .74

  Capital Ratios:
  Average equity to average assets
      (average equity divided by average              10.94         10.84          8.31          7.25          7.41
        total assets).........................
  Equity to assets at period end..............        10.49         12.31          8.62          7.20          6.94
  Dividend payout ratio.......................           22            12             -             -             -
</TABLE>

                                       28
<PAGE>

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

The  following  discussion  should  be read in  conjunction  with  the  Selected
Financial   Highlights  and  Selected  Financial  Ratios  and  the  Consolidated
Financial Statements and related notes appearing elsewhere in this Form 10-K.

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 conversion and reorganization
will be accounted for in a manner similar to a pooling of interests, whereby the
assets and liabilities of FloridaFirst  Bancorp will become the Company's assets
and liabilities.

Forward-Looking Statements

The following discussions contain  forward-looking  statements that are based on
assumptions and describe future plans, strategies,  and expectations of the Bank
and the Company.  These  forward-looking  statements are generally identified by
use  of the  words  "believe,"  "expect,"  "intend,"  "anticipate,"  "estimate,"
"project," or similar  expressions.  The Company's ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
that could have a material  adverse  effect on the operations of the Company and
its  subsidiaries  include,  but are not limited to, changes in interest  rates,
general economic conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury and the
Federal  Reserve Board,  the quality and  composition of the loan and investment
portfolios,  demand for loan products,  deposit flows,  competition,  demand for
financial  services  in the  Company's  market  area,  and  changes in  relevant
accounting  principles.  These risks and  uncertainties  should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. The Company does not undertake--and specifically disclaims--any
obligation to publicly  release the results of any  revisions  after the date of
the  statements or to reflect the  occurrence of  anticipated  or  unanticipated
events.

                                       29
<PAGE>

Business Strategy

The Board of  Directors  and  management  have  developed  expansion  plans that
includes three de novo retail sales offices within its existing market areas and
deployment of a strategic  plan. By seeking to broaden the range of its products
and  services  offered,  the Company  believes  its  strategies  will offset the
declining margins in the competitive market for one- to four-family  residential
mortgage loans. The strategic plan includes:

o    increasing  the percentage of higher  yielding and more interest  sensitive
     assets;
o    increasing  the  percentage of commercial and consumer loans and commercial
     deposit accounts, among other products;
o    increasing alternative sources of cash at reasonable rates;
o    increasing sources of non-interest income;
o    installing a new customer  delivery  software to enhance the sales efforts;
o    upgrading our computer network for enhanced service and security  features;
     and
o    investigation  of  alternative  delivery  systems,  including  an  Internet
     banking solution and enhanced call center strategy.

The Company is leasing  one of the new retail  sales  offices and has  purchased
land to construct buildings for two offices.  The estimated capital expenditures
for all  three  locations,  including  land,  building  and  equipment  are $4.2
million. One location will have excess office space that will be leased to other
tenants. The second location has excess land that will be sold after the Company
determines the actual land needed for the office.

Highlights of the business strategy are as follows:

Community-Oriented  Institution.  Based on total assets, the Bank is the largest
independent  financial  institution  headquartered in Polk County,  Florida. The
Bank is committed to meeting the financial  needs of the communities in which it
operates.  Management  believes  that the Bank is large enough to provide a full
range of personal and business  financial  services,  and yet is small enough to
provide such  services in a  personalized  and  efficient  manner.  The Bank has
recently added several  convenience  services to enhance its  capabilities  as a
full service  community bank,  including the issuance of debit cards and placing
automated teller machines at all of the branches.  It is the Bank's current plan
to deliver  the  products  and  services  that meet the needs of its  customers,
including Internet banking.

Market Focus.  The Bank continues to review all  opportunities  that may benefit
its business in its current market areas. In 2001 and 2002, the Bank will open a
total of three de novo branches in Polk and Manatee Counties,  Florida.  See "--
Comparison  of  Operating  Results  for the Years Ended  September  30, 2000 and
September 30, 1999 -- Other Expenses."

Commercial  Banking.  The Bank  continues  to expand its  lending  programs  for
commercial  business and commercial  real estate loans in an effort to satisfy a
perceived need within its market area and increase its loan portfolio.  The Bank
continues  to  realize  a  positive  impact  on its net  interest  margin  since
commercial customers generally provide a higher loan yield and a source of lower
cost funds. The risks of commercial lending relate to the source of repayment of
the loan which is weighted  toward the ability to repay versus  being  primarily
collateral dependent.

In 1998, the Bank hired a senior  commercial loan officer to head up the lending
and credit  activities  and two  additional  commercial  loan staff members were
added to support its increased  activities in this area. To further  enhance its
transition  to a full  service  community  bank,  the Bank  recently  hired  two
additional  lenders  experienced in commercial lending and plans to increase its
marketing efforts on smaller businesses operating in its market areas.

                                       30
<PAGE>

Management of Interest Rate Risk and Market Risk

Qualitative Analysis. Because the majority of the Company assets and liabilities
are sensitive to changes in interest rates,  its most significant form of market
risk is  interest  rate risk,  or  changes in  interest  rates.  The  Company is
vulnerable to an increase in interest rates to the extent that  interest-bearing
liabilities  mature or reprice more rapidly than  interest-earning  assets.  Its
lending  activities have  historically  emphasized the origination of long-term,
fixed-rate  loans secured by  single-family  residences.  The primary  source of
funds has been  deposits with  substantially  shorter  maturities.  While having
interest-bearing  liabilities that reprice more frequently than interest-earning
assets  is  generally  beneficial  to net  interest  income  during a period  of
declining  interest  rates,  such  an  asset/liability   mismatch  is  generally
detrimental during periods of rising interest rates.

The  Board of  Directors  has  established  an  asset/liability  committee  that
consists of the Company's  president and senior banking officers.  The committee
meets on a monthly  basis to review  loan and  deposit  pricing  and  production
volumes,  interest rate risk  analysis,  liquidity and  borrowing  needs,  and a
variety of other asset and liability management issues.

To reduce the  effect of  interest  rate  changes on net  interest  income,  the
Company   has  adopted   various   strategies   to  improve   the   matching  of
interest-earning asset maturities to interest-bearing  liability maturities. The
principal elements of these strategies include:

o    the  origination  of commercial  and consumer  loans with  adjustable  rate
     features or fixed rate loans with shorter term maturities;
o    lengthening  the  maturities  of  liabilities  when deemed  cost  effective
     through  the  pricing  and  promotion  of   certificates   of  deposit  and
     utilization of Federal Home Loan Bank advances;
o    attracting low cost checking and transaction accounts which tend to be less
     sensitive to rising rates; and
o    when market  conditions  permit,  to  originate  and hold in its  portfolio
     adjustable   rate  mortgage   loans  which  have  periodic   interest  rate
     adjustments.  The Company  also  maintains  an  investment  portfolio  that
     provides a stable cash flow, thereby providing  investable funds in varying
     interest rate cycles.

The Company has also made a  significant  effort to maintain  its level of lower
cost deposits as a method of enhancing profitability. At September 30, 2000, the
Company  had  28.6% of its  deposits  in  savings,  checking  and  money  market
accounts.  These deposits have traditionally  remained relatively stable and are
expected to be only  moderately  affected in a period of rising  interest rates.
This  stability  has enabled the Company to offset the impact of rising rates in
other deposit accounts.

Quantitative  Analysis.  Exposure to interest rate risk is actively monitored by
management.  The  Company's  objective  is to  maintain  a  consistent  level of
profitability  within  acceptable  risk  tolerances  across  a  broad  range  of
potential  interest  rate  environments.  The Company uses the OTS Net Portfolio
Value  ("NPV")  Model to monitor  its  exposure  to  interest  rate risk,  which
calculates  changes  in NPV.  The  NPV  Model  measures  interest  rate  risk by
computing estimated changes in the NPV of cash flow from assets, liabilities and
off-balance  sheet  items in the event of a range of  assumed  changes in market
interest rates. The NPV Model shows the degree to which balance sheet line items
and NPV are potentially  affected by a 100 to 300 basis point change.  One basis
point equals 1/100th of a percentage  point.  Reports generated by the NPV Model
are reviewed by the  Asset/Liability  Management  Committee  and reported to the
Board of Directors quarterly.

 The  NPV  Model  uses  an  option-based  pricing  approach  to  value  one-  to
four-family mortgages, mortgages serviced by or for others, and firm commitments
to buy,  sell, or originate  mortgages.  This approach  makes use of an interest
rate simulation program to generate numerous random interest rate paths that, in
conjunction with a prepayment  model, are used to estimate  mortgage cash flows.
Prepayment  options and interest rate caps and floors contained in mortgages and
mortgage-related  securities introduce significant uncertainty in estimating the
timing  of cash  flows  for  these  instruments  that  warrants  the use of this
sophisticated  methodology.  All other financial  instruments are valued using a
static  discounted cash flow

                                       31
<PAGE>

method. Under this approach,  the present value is determined by discounting the
cash flows the  instrument  is  expected  to  generate  by the yields  currently
available to investors from an instrument of comparable risk and duration.

Future  interest rates and their effects on NPV and net interest  income are not
predictable.  Computations of prospective effects of hypothetical  interest rate
changes are based on numerous  assumptions,  including relative levels of market
interest rates, prepayments, and deposit run-offs, and should not be relied upon
as  indicative  of actual  results.  Certain  shortcomings  are inherent in such
computations.  Although certain assets and liabilities may have similar maturity
or periods of  repricing,  they may react at  different  times and in  different
degrees to changes in the market  interest  rates.  The interest rate on certain
types of assets and  liabilities  may  fluctuate in advance of changes in market
interest  rates,  while rates on other types of assets and  liabilities  may lag
behind changes in market interest rates. Certain assets, such as adjustable rate
mortgages,  generally have features that restrict changes in interest rates on a
short-term  basis and over the life of the  asset.  After a change  in  interest
rates,  prepayments and early withdrawal levels could deviate significantly from
those assumed in making calculations set forth above. Additionally, an increased
credit  risk may result if our  borrowers  are  unable to meet  their  repayment
obligations as interest rates increase.

The  following  table  presents  our NPV as of September  30, 2000.  The NPV was
calculated  by the OTS,  based upon the above model  assumptions  and  financial
information   provided  by  the  Company.  As  illustrated  in  the  table,  the
calculations  show that the Company would be adversely  affected by increases in
interest rates and favorably affected by decreases in interest rates.

                                                         NPV as % of Present
                         Net Portfolio Value ("NPV")       Value of Assets
                   ----------------------------------  -----------------------
         Change                                                   Basis Point
        In Rates   $ Amount     $ Change    % Change   NPV Ratio     Change
        --------   --------     --------    --------   ---------     ------
                   (Dollars in thousands)
        +300 bp     13,308       -39,906      -75%        2.51%     -668 bp
        +200 bp     26,303       -26,911      -51%        4.81%     -437 bp
        +100 bp     39,711       -13,504      -25%        7.06%     -213 bp
           0 bp     53,214                                9.19%
        -100 bp     65,194       +11,980      +23%       10.97%     +178 bp
        -200 bp     74,084       +20,869      +39%       12.21%     +303 bp
        -300 bp     82,582       +29,368      +55%       13.35%     +416 bp

The OTS  defines the  sensitivity  measure as the change in NPV ratio with a 200
basis point shock. Our sensitivity measure reflects a 437 basis point decline in
NPV ratio as of  September  30, 2000  compared to a  sensitivity  measure of 280
basis points as of September 30, 1999. The decline in our sensitivity measure at
September 30, 2000  primarily  reflects the  significant  increase in short-term
borrowing  interest rates from September 30, 1999. See "Business of FloridaFirst
Bank -- Borrowings."

Our strategies for addressing the sensitivity measure indicators are as follows:

o    Reviewing  the  average  lives and  durations  of our loans and  investment
     securities;
o    Reviewing deposit offerings and alternative funding sources to better match
     the durations of the assets;
o    Providing an additional capital  contribution from the Company to the Bank;
     and
o    Performing,  on a quarterly basis, a business  simulation that more clearly
     reflects an on-going business assumption, rather than relying solely on the
     OTS model which more closely approximates a liquidation value model.

                                       32
<PAGE>

Comparison of Financial Condition at September 30, 2000 and September 30, 1999

Assets.  Total assets  increased  $83.8 million,  or 16.8%, to $582.2 million at
September 30, 2000 from $498.4  million at September  30, 1999.  The increase in
total assets  resulted  primarily from an $42.5 million,  or a 10.7%  annualized
increase in the loan portfolio  attributable to steady loan demand in our market
areas, a slow down in loan  prepayments  and funding of  construction  loans. In
addition,  investment  securities  increased $25.5 million.  Management plans to
focus on loan growth to effectively leverage its capital. The capital leveraging
strategy  will include the purchase of investment  securities to complement  its
loan origination efforts.

Premises and equipment increased $2.1 million primarily due to the purchase of a
tract of land for $1.2 million and capital expenditures to implement the initial
phases of the strategic  technology  plan.  The tract of land contains over four
acres.  After the determination of the land needed for a branch site, plans call
for the sale of the excess land to recoup a substantial  portion of the original
investment.

The  $3.5  million  increase  in  our  investment  in  FHLB  stock  is  directly
attributable to our increased utilization of FHLB advances for funding purposes.

Other assets  increased  primarily due to the cash surrender value of bank owned
life insurance policies that were purchased in January 2000.

Liabilities.  Total  liabilities  increased  $84.1 million,  or 19.2%, to $521.1
million at September  30, 2000 from $437.0  million at September  30, 1999.  The
increase  in total  liabilities  resulted  primarily  from a $70.4  million  net
increase in FHLB  advances  utilized to fund the asset  growth and a net deposit
increase of $15.3 million. The increase in deposits in the last half of the year
reflects  renewed  consumer  interest in  competitively  priced  certificates of
deposit due to the increase in  short-term  interest  rates.  Checking and money
market accounts continue to grow through expansion of our customer base.

Management  continues to evaluate the available funding sources.  The attributes
of the alternative  funding  sources that  management  considers in its analysis
include  the   interest   and  other  costs  of  such   funding,   the  maturity
considerations and the nature and characteristics of assets being funded.

Stockholders' Equity. Net income for the year ended September 30, 2000 increased
stockholders'  equity by $3.8 million,  however,  the decrease in  stockholders'
equity for the year  reflects:

o    repurchase  of  405,578  shares  of the  Company's  stock at a cost of $3.6
     million;
o    repurchase of 57,879 shares of the Company's stock for the restricted stock
     plan at a cost of $449,000,  less shares issued at a cost of  approximately
     $39,000;
o    repayment of $325,000 on the ESOP loan; and
o    dividends paid that totaled $373,000.

                                       33
<PAGE>

Comparison of Financial Condition at September 30, 1999 and 1998

Assets.  Total assets  increased  $83.9 million,  or 20.2%, to $498.4 million at
September 30, 1999 from $414.5  million at September  30, 1998.  The increase in
total assets  resulted  primarily  from: a $59.3  million  increase in net loans
outstanding from new originations; an increase in investments available for sale
portfolio of $25.9 million due to a financial  leveraging  strategy  implemented
after the issuance of stock; a reduction in investments held to maturity of $6.0
million due to the maturity and calls of securities;  and an increase in Federal
Home Loan Bank stock of $1.6 million.

 Liabilities.  Total  liabilities  increased $58.6 million,  or 15.5%, to $437.0
million at September  30, 1999 from $378.4  million at September  30, 1998.  The
increase in total liabilities  resulted primarily from: a $66.6 million increase
in Federal Home Loan Bank advances; a $4.9 million increase in other borrowings;
and a $13.0  million net outflow in  deposits.  The increase in the Federal Home
Loan Bank advances and other borrowings utilized to fund the loan and investment
growth was attributable to:

o    the decision to not offer premium pricing on deposits to customers  without
     other banking relationships;
o    disintermediation   of  customer  funds  due  to   alternative   investment
     opportunities; and
o    management's  decision to financially  leverage the higher level of capital
     of the Company to increase earnings.

Deposits,  excluding  the $19.6  million  decrease  in  certificate  of  account
balances, grew $6.6 million, or 7.3%, during the year.

Stockholders'  Equity.  The $25.2 million increase in the  stockholders'  equity
reflects the $23.5  million in net proceeds  from the issuance of common  stock,
$25.7 million in net offering proceeds reduced by the $2.2 million in stock held
by the  employee  stock  ownership  plan  that  has not  been  allocated  to the
participants,  $3.3 million in net income for the year ended  September 30, 1999
and a net  reduction  in equity of $1.4  million  resulting  from the decline in
value of the Company's investments available for sale portfolio.  The decline in
value of the investments is directly  attributable  to the  significant  rise in
interest rates during the second half of the fiscal year.

Liquidity and Capital Resources

The liquidity of a savings institution  reflects its ability to provide funds to
meet loan requests,  to accommodate  possible outflows in deposits,  and to take
advantage  of  market  opportunities.   Funding  loan  requests,  providing  for
liability outflows,  and managing interest rate fluctuations  require continuous
analysis in order to match the  maturities of short-term  loans and  investments
with specific types of deposits and borrowings.  An  institution's  liquidity is
normally considered in terms of the nature and mix of the institution's  sources
and uses of funds.

Assets  providing  liquidity  are  generated  through  loan  repayments  and the
management  of maturity  distributions  for loans and  securities.  An important
aspect of liquidity  management lies in maintaining  sufficient  levels of loans
and mortgage-backed securities that generate monthly cash flows.

                                       34
<PAGE>

Cash and cash  equivalents  increased  $4.1 million to $6.7 million for the year
ended  September  30, 2000.  Significant  cash flows or uses  (amounts  shown in
parentheses) were as follows:

                                                                   (In millions)
                                                                   -------------

Cash provided by operations............................................ $ 4.3

Federal Home Loan Bank advances and other borrowings...................  68.5

Increase in net deposits...............................................  15.3

Maturities of and repayments on investment securities..................  19.4

Net purchases of investment securities and FHLB stock.................. (48.3)

Net increase in loans.................................................. (42.8)

Purchase of bank owned life insurance..................................  (5.0)

Payments to acquire treasury stock and restricted stock plan shares....  (4.0)

Other - net............................................................  (3.3)
                                                                         ----
Net increase in cash and cash equivalents..............................   4.1
                                                                         ====

The  Company is  subject to federal  regulations  that  impose  certain  minimum
capital  requirements.  For a discussion on such capital levels,  see Note 11 in
the consolidated financial statements.

Except for the new capital  generated  through  the second  step mutual  holding
company  conversion  (see  Note 15 in the  consolidated  financial  statements),
management is not aware of any known trends,  events or uncertainties  that will
have  or are  reasonably  likely  to have a  material  effect  on the  Company's
liquidity,  capital  or  operations  nor is  management  aware  of  any  current
recommendation by regulatory authorities,  which if implemented, would have such
an effect.

Analysis of Net Interest Income

Historically, the Company's earnings have depended primarily on its net interest
income,  which is the difference between interest income earned on its loans and
investments  ("interest-earning  assets") and interest  paid on its deposits and
any borrowed  funds  ("interest-bearing  liabilities").  Net interest  income is
affected by:

o    the interest rate spread - the difference  between rates of interest earned
     on  interest-earning   assets  and  rates  paid  on  its   interest-bearing
     liabilities; and
o    the aggregate amounts of its  interest-earning  assets and interest-bearing
     liabilities.

                                       35
<PAGE>
Average  Balance  Sheet.  The  following  table sets forth  certain  information
relating to the Company for the periods indicated.  The average yields and costs
are  derived by dividing  income or expense by the average  balance of assets or
liabilities,  respectively,  for the periods presented.  Similar  information is
provided as of September 30, 2000.  Average  balances are derived from month-end
balances. Management does not believe that the use of month-end balances instead
of average daily balances has caused any material differences in the information
presented.

<TABLE>
<CAPTION>
                                                                      Year ended September 30,
                                             -------------------------------------------------------------------------------------
                          September 30, 2000            2000                          1999                       1998
                          ------------------ --------------------------   ---------------------------  ---------------------------
                                             Average             Yield/    Average             Yield/  Average             Yield/
                           Balance   Rate    Balance  Interest    Cost     Balance   Interest   Cost   Balance  Interest    Cost
                           -------   ----    -------  --------    ----     -------   --------   ----   -------  --------    ----
                                                                         (Dollars in thousands)
<S>                     <C>        <C>    <C>       <C>         <C>     <C>        <C>        <C>    <C>        <C>        <C>
Interest-earning
assets:
Loans
  receivable (1)          $443,707   7.83%  $423,409  $ 32,470    7.67%   $368,513   $ 28,482   7.73%  $339,218   $ 27,241   8.03%
Investment
  securities
  and other (2)(6)         112,556   7.06    102,800     7,592    7.39      71,557      4,314   6.03     85,594      4,900   5.72
                          --------          --------  --------            --------   --------          --------   --------
    Total interest-
      earning assets       556,263   7.67    526,209    40,062    7.61     440,070     32,796   7.45    424,812     32,141   7.57
                                                      --------                       --------                     --------
Noninterest-earning
  assets                    25,917            19,890                        11,606                       12,557
                          --------          --------                      --------                     --------
     Total assets         $582,180          $546,099                      $451,676                     $437,369
                          ========          ========                      ========                     ========

Interest-bearing
liabilities:
Checking accounts         $ 31,460   1.86   $ 31,416       576    1.83    $ 27,193        486   1.79   $ 25,177        469    1.86
Savings accounts            29,167   2.08     31,012       581    1.87      36,469        612   1.68     41,456        859    2.07
Money market accounts       24,325   5.10     25,008     1,068    4.27      20,740        796   3.84     15,356        582    3.79
Certificate accounts       253,310   5.89    245,754    13,519    5.50     245,915     12,833   5.22    301,093     16,921    5.62
                          --------          --------  --------            --------   --------          --------   --------
     Total deposits        338,262   5.13    333,190    15,744    4.73     330,317     14,727   4.46    383,082     18,831    4.92
FHLB advances and
  other borrowings         160,937   6.29    132,054     7,831    5.93      49,884      2,401   4.81      2,647        135    5.10
                          --------          --------  --------            --------   --------          --------   --------
     Total interest-
       bearing
       liabilities         499,199   5.50    465,244    23,575    5.07     380,201     17,128   4.50    385,729     18,966    4.92
                                                      --------                       --------                     --------
Noninterest-bearing
  liabilities (3)           21,900            21,094                        22,491                       15,246
                          --------          --------                      --------                     --------
     Total liabilities     521,099           486,338                       402,692                      400,975
Stockholders' equity        61,081            59,761                        48,984                       36,394
                          --------          --------                      --------                     --------
   Total liabilities
   and stockholder's
   equity                 $582,180          $546,099                      $451,676                     $437,369
                          ========          ========                      ========                     ========

Net interest income                                   $ 16,487                       $ 15,668                     $ 13,175
                                                      ========                       ========                     ========

Interest rate spread (4)             2.17%                         2.54%                        2.95%                         2.65%
                                     ====                          ====                         ====                          ====
Net margin on interest-
  earning assets (5)                 2.73%                         3.13%                        3.56%                         3.10%
                                     ====                          ====                         ====                          ====
Ratio of average
  interest-earning
  assets to average
  interest-bearing
  liabilities                         111%                          113%                         116%                          110%
                                     ====                          ====                         ====                          ====
</TABLE>
--------------------
(1)  Average balances include non-accrual loans.
(2)  Investment  securities includes both securities that are available for sale
     and held to maturity. Includes interest-bearing deposits in other financial
     institutions and FHLB stock.
(3)  Includes noninterest-bearing checking accounts.
(4)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net margin on  interest-earning  assets represents net interest income as a
     percentage of average interest-earning assets.
(6)  Interest  income and net interest  income do not agree to the  consolidated
     statement of earnings because the tax equivalent income (based on effective
     tax rate of 34%) on municipal bonds is included in this schedule.

                                       36
<PAGE>

Rate/Volume  Analysis.  The  relationship  between  the  volume and rates of the
Company's  interest-earning assets and interest-bearing  liabilities affects the
Company's net interest  income.  The following table reflects the sensitivity of
the Company's  interest income and interest  expense to changes in volume and in
prevailing  interest rates during the periods indicated.  Each category reflects
the:  (1) changes in volume  (changes  in volume  multiplied  by old rate);  (2)
changes in rate (changes in rate multiplied by old volume);  and (3) net change.
The net change  attributable  to the combined impact of volume and rate has been
allocated proportionally to the absolute dollar amounts of change in each.

<TABLE>
<CAPTION>
                                        Year Ended September 30,        Year Ended September 30,
                                     -----------------------------    -----------------------------
                                              2000 vs. 1999                  1999 vs. 1998
                                     -----------------------------    -----------------------------
                                      Increase (Decrease) Due to       Increase (Decrease) Due to
                                     -----------------------------    -----------------------------
                                      Volume      Rate        Net      Volume      Rate        Net
                                     -------    -------    -------    -------    -------    -------
                                                         (Dollars in thousands)
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Interest income:
 Loans receivable ................   $ 4,208    $  (220)   $ 3,988    $ 2,196    $  (955)   $ 1,241
 Investment securities and other .     2,163      1,115      3,278       (867)       281       (586)
                                     -------    -------    -------    -------    -------    -------
  Total interest-earning assets ..   $ 6,371    $   895    $ 7,266    $ 1,329    $  (674)   $   655
                                     =======    =======    =======    =======    =======    =======
Interest expense:
Checking accounts ................   $    77    $    13    $    90    $    34    $   (17)   $    17
Savings accounts .................      (140)       109        (31)       (96)      (151)      (247)
Money market accounts ............       176         96        272        207          7        214
Certificates of deposit ..........        (8)       694        686     (2,941)    (1,147)    (4,088)
FHLB advances and other borrowings     4,760        670      5,430      2,273         (7)     2,266
                                     -------    -------    -------    -------    -------    -------
   Total interest-bearing
        liabilities ..............   $ 4,865    $ 1,582    $ 6,447    $  (523)   $(1,315)   $(1,838)
                                     =======    =======    =======    =======    =======    =======
Change in net interest income ....   $ 1,506    $  (687)   $   819    $ 1,852    $   641    $ 2,493
                                     =======    =======    =======    =======    =======    =======
</TABLE>

                                       37
<PAGE>

Comparison  of  Operating  Results  for the Years Ended  September  30, 2000 and
September 30, 1999

Net Income.  Net income for the year ended September 30, 2000 increased 18.0% to
$3.8 million,  compared to $3.3 million for the same period in 1999.  Net income
for the year ended  September 30, 2000  benefitted  from the deployment of $23.5
million in new capital received from stock issued in April 1999.

Net interest income  increased  $745,000,  or 4.8%, for the year ended September
30, 2000 compared to the same period in 1999. This increase  resulted  primarily
from interest income increasing $7.2 million,  offset by an increase in interest
expense of $6.4 million , Other income  increased by $641,000  from 1999 to 2000
due mainly to increase in cash surrender  value on the bank owned life insurance
product and increased fees from consumer  related  products,  and Other expenses
increased  to $11.8  million  for the year ended  September  30, 2000 from $11.4
million for the year ended September 30, 1999, due to an accumulation of several
expense categories, as discussed below.

Interest  Income.  The following  discussion  highlights  the major factors that
impacted the changes in interest income during the year ended September 30, 2000
when compared to the prior year.  Details are contained in the table at page 36.

o    Loan  growth  reflects  the strong  loan  demand over the past year and the
     Company's increased emphasis on loan origination efforts.
o    The yield on loans decreased  slightly due to the  competitive  pricing for
     commercial  and consumer  loans in our market areas.  Although new mortgage
     loan  rates  increased  throughout  most  of  the  year,  about  50% of the
     Company's  new  originations  were  construction  loans that were not fully
     disbursed  during  the year.  In  addition,  construction  loans  that were
     originated  in 1999 when  mortgage loan rates were lower were funded during
     2000. The result of the timing on the construction loan  disbursements kept
     the yields on  mortgage  loans from  increasing  in relation to the overall
     increase in mortgage loan pricing.
o    The  average  balances  in the  investment  securities  portfolio  grew 44%
     primarily due to the Company's strategy to leverage capital that was raised
     in the stock offering.
o    The higher yield in the investment  portfolio  resulted from the leveraging
     strategy in the latter part of fiscal 1999 and throughout  fiscal 2000 when
     rates had  risen  significantly  over the  prior  year.  In  addition,  the
     investment  growth  occurred in securities that had slightly longer average
     lives with higher yields.

Interest  Expense.  The following  discussion  highlights the major factors that
impacted the changes in Interest  Expense  during the year ended  September  30,
2000 when  compared to the prior year.  Detailed  changes are  contained  in the
table at page 36.

o    Deposits  remained  fairly level  primarily by  maintaining a  conservative
     deposit   pricing   strategy,   utilizing  more  cost   effective   funding
     alternatives  that are available  for the terms the Company has  considered
     appropriate to fit its interest rate management strategies. This was offset
     however, by special promotions to increase certificate accounts. The growth
     in checking  account average  balances has helped offset the slight decline
     in certificate accounts.
o    FHLB advances grew because the Company considered the advances to be a more
     cost-effective  funding alternative during the course of the year. Although
     the costs of the advances exceed the cost of certificate accounts,  funding
     asset growth through  certificate  accounts was deemed to be more expensive
     than wholesale funding.
o    The higher cost of funds  related to the FHLB advances is reflective of the
     significant rise in interest rates over the past year.

                                       38
<PAGE>

Provision  for  Loan  Losses.  The  provision  for loan  losses  is  charged  to
operations  to bring  the  total  allowance  for  loan  losses  to a level  that
represents  management's best estimates of the losses inherent in the portfolio,
based on  historical  experience,  volume and type of lending  conducted  by the
Company, industry standards, the level and status of past due and non-performing
loans, the general economic  conditions in the Company's  lending area and other
factors affecting the collectibility of the loans in its portfolio. For the year
ended September 30, 2000, the provision for loan losses was $630,000 compared to
$540,000  for the  comparable  1999  period.  The  allowance  for loan losses at
September  30, 2000  increased  $380,000  from  September  30, 1999.  Though our
non-performing  loans decreased  $68,000 for the period,  our classified  assets
increased  slightly  and our  commercial  and  consumer  loans  increased in the
aggregate of approximately $16.7 million from September 30, 1999. Such increases
in classified loans and commercial and consumer loans  precipitated the increase
in the  provision  for loan  losses.  See,  "Business  of  FloridaFirst  Bank --
"Lending Activities" and --"Classified Assets."

Other  Expenses.  Other  expense  increased by $365,000 to $11.8 million for the
year ended  September 30, 2000 from $11.4  million for the year ended  September
30, 1999. The major components of the increase was due to the following:

o    Compensation and employee benefits  increased  $505,000 due primarily to an
     approximate  5% increase  in staffing  and annual  salary  adjustments  and
     recognition of $180,000 related to the restricted stock plan.
o    Other expenses increased by $202,000 primarily due to the following:
     o    certain Year 2000 costs totalling $50,000;
     o    direct costs related to stockholder  meetings,  communications,  legal
          matters and new financial  reporting  requirements as a public company
          totalling $45,000;
     o    increased  effort  on  charging  off  uncollected  fees and  overdrawn
          accounts totalling $90,000; o accelerated  vesting of restricted stock
          due to the death of a director totalling $35,000.
o    Offsetting the increase in other expenses was a decrease of:
     o    occupancy  and  equipment  costs  of  $126,000  primarily  due  to the
          elimination of franchise taxes  previously  accrued in property taxes;
          and
     o    federal insurance  premiums of $111,000 due to the decrease in premium
          rates by the FDIC on January 1, 2000.

The Board of  Directors  and  management  have  developed  expansion  plans that
includes three de novo branches  within our existing market areas and deployment
of a strategic technology plan. The strategic technology plan includes:

o    installing a new customer delivery software to enhance the sales efforts;
o    enhancing both our data and voice communications systems;
o    upgrading our computer network for enhanced service and security features;
o    implementing  internal and external networks to improve  communications and
     productivity; and
o    investigation  of  alternative  delivery  systems,  including  an  Internet
     banking solution and enhanced call center strategy.

                                       39
<PAGE>

A summary of the estimated costs  associated  with the new projects  follows (in
thousands):

<TABLE>
<CAPTION>
                                                     Estimated Costs      Estimated Costs
Category                                                Fiscal 2001         Fiscal 2002
--------                                             -----------------    --------------
<S>                                                     <C>                 <C>
New branches.........................................     $  650              $  975
New computer hardware and software...................        240                 240
Other costs related to strategic technology plan.....        240                 240
                                                          ------              ------
     Total...........................................     $1,130              $1,455
                                                          ======              ======
</TABLE>

The Board of Directors and management  analyzed the potential  effect of each of
these  expenditures  prior to approval and believe that these  expenditures will
have an overall  positive  effect on the  Company's  franchise  and  stockholder
value,  but  also  realize  that  the  expenditures  will  most  likely  depress
profitability  ratios in the short-term.  The Company also expects that both net
interest income and fee income will increase as a result of the new branches and
new technology  enhancements.  However, it is not possible to precisely estimate
such  revenue  increases,  if any, at this time.  The success of new projects is
dependent  upon a number of factors,  including,  but not  limited  to,  general
economic conditions,  regulatory climate,  interest rates and the success of the
Company's marketing efforts.

Comparison of Operating Results for Years Ended September 30, 1999 and September
30, 1998

Net Income.  Net income for the year ended September 30, 1999 increased 37.5% to
$3.3 million, compared to $2.4 million for the year ended September 30, 1998.

o    Net interest  income  increased  17.4% to $15.5  million for the year ended
     September 30, 1999  compared to $13.2 million for the year ended  September
     30, 1998.  This increase  resulted from an increase in interest income of $
     507,000 and a decrease in interest expense of $1.8 million.
o    Other income  decreased to $1.5  million for the year ended  September  30,
     1999 from $4.3 million for the year ended  September  30,  1998,  resulting
     primarily  from a $3.0 million  gain from the sale of certain  deposits and
     branch  buildings,  as  further  discussed  in the  notes  to  consolidated
     financial statements.
o    Other expenses  decreased to $11.4 million for the year ended September 30,
     1999 from  $13.6  million  for the year  ended  September  30,  1998.  This
     decrease is due  primarily  to $2.2 million in charges  resulting  from the
     freezing of benefits under the defined benefit pension plan - $1.7 million,
     and the adoption of a  directors'  retirement  plan - $410,000,  as further
     discussed in the notes to the consolidated financial statements.

Interest  Income.  Total interest income increased to $32.6 million for the year
ended  September  30, 1999 from $32.1  million for the year ended  September 30,
1998,  as a result of an increase in average  interest-earning  assets offset to
some  extent  by a  decrease  in the  average  interest  rates  earned.  Average
interest-earning assets increased to $440.1 million for the year ended September
30, 1999 from $424.8 million for the year ended  September 30, 1998, an increase
resulting  from strong loan growth  throughout the year. The average rate earned
on  interest-earning  assets decreased to 7.45% for the year ended September 30,
1999 from 7.57% for the year ended  September  30,  1998, a decrease of 12 basis
points.

Interest  income on loans  increased  $1.2 million to $28.5 million for the year
ended  September  30, 1999 from $27.2  million for the year ended  September 30,
1998.  This  increase  reflects  the strong loan  growth in all areas  mortgage,
consumer and commercial  loans.  Total loan  originations were $158.9 million in
1999 compared to $119.6 million in 1998, a 33% increase in  origination  volume.
The strong  originations  were

                                       40
<PAGE>

offset by substantial  repayments and refinance activity.  Also, the Branch Sale
at the end of January 1998 reduced the loan portfolio by $44.6 million,  meaning
that 1998  results  had income on these  loans for four  months of the year.  In
addition,  the average  yield on loans  decreased by 30 basis points  during the
year, reflecting the general downward trend in interest rates for the first half
of the fiscal year.  Mortgage loan rates began to increase late in the year, but
the  competitive  pressures in the consumer  and  commercial  markets kept rates
lower for the entire year in 1999 when compared to 1998.

Interest  income  on  investment  securities  and  other  investments  decreased
$734,000 to $4.2 million for the year ended September 30, 1999 from $4.9 million
for the year ended September 30, 1998. This decrease was primarily the result of
a $14.0  million  decrease in the average  balance to $71.6 million in 1999 from
$85.6  million in 1998.  The  decrease  in the  average  balance  of  investment
securities was due primarily to the  maturities and calls of certain  securities
and the redeployment of these funds into loans. The decrease in average balances
was  partially  offset by an increase in the  average  yield by 31 basis  points
through the diversification of the portfolio, extension of maturities, reduction
in  interest-earning  deposit  accounts and a rising  interest rate  environment
during the last half of the year.

Interest  Expense.  Total  interest  expense  decreased by $1.8 million to $17.1
million for the year ended  September  30, 1999 from $18.9  million for the year
ended  September 30, 1998,  as a result of a 42 basis point  decrease in average
cost of  funds  and a $5.5  million  decrease  in the  average  interest-bearing
liabilities.  Average  interest-bearing  liabilities decreased to $380.2 million
for the year ended  September  30, 1999 from  $385.7  million for the year ended
September 30, 1998. The average cost for interest-bearing  liabilities was 4.50%
for the year ended  September  30,  1999  compared  to 4.92.% for the year ended
September 30, 1998, a decrease of 42 basis points. The decrease in rates paid on
interest-bearing liabilities reflects market rates as well as the replacement of
higher cost  certificates  of deposit with  Federal Home Loan Bank  advances and
lower cost checking and money market accounts.

Interest  expense on deposits  decreased  $4.1 million to $14.7  million for the
year ended  September 30, 1999 from $18.8  million for the year ended  September
30,  1998.  This  decrease  was a result of a decrease  of $52.8  million in the
average  balance of  interest-bearing  deposits  to $330.3  million in 1999 from
$383.1  million in 1999 and a decrease of 46 basis points in the average cost of
deposits to 4.46% in 1999 from 4.92% in 1998.

The Company  began using Federal Home Loan Bank advances in June 1998 to control
its cost of funds and  lengthen  the  maturity of its  liabilities.  The Company
manages the maturity of its advances  based on the assets being funded and based
on  projections  of interest rate trends and has used the Federal Home Loan Bank
advances as a major funding source due to the ability to manage the  maturities,
the cost  effectiveness  in executing the transactions and the level of interest
rates offered  compared to  alternative  funding  sources.  The average costs of
advances in 1999 was 4.81% which  compares  favorably  with the average cost for
certificates of deposit which averaged 5.22%.

Provision  for  Loan  Losses.  The  provision  for loan  losses  is  charged  to
operations  to bring  the total  allowance  for loan  losses  to an amount  that
represents  management's  best  estimate  of the  losses  inherent  in the  loan
portfolio, based on historical experience,  volume and type of lending conducted
by the  Company,  industry  standards,  the  level  and  status  of past due and
non-performing  loans, the general  economic  conditions in its lending area and
other factors affecting the  collectibility  of the loans in its portfolio.  The
provision  for loan losses was  $540,000 for the year ended  September  30, 1999
compared to $405,000 for the year ended  September  30, 1998.  The allowance for
loan losses increased to $2.9 million for the year ended September 30, 1999 from
$2.6  million  for the year ended  September  30,  1998,  due  primarily  to the
increase in net loans  outstanding.  The current  allowance  represents  .74% of
loans  outstanding  at September 30, 1999.  The Company had net  charge-offs  of
$163,000 for the year ended  September 30, 1999 compared to net

                                       41
<PAGE>
charge-offs  of  $474,000  for the year  ended  September  30,  1998.  See also,
"Business  of  FloridaFirst  Bank --  Allowance  for Loan Losses and Real Estate
Owned."

Other  Income.  Substantially  the entire  decrease in Other Income for the year
ending  September 30, 1999 compared to September 30, 1998 is attributable to the
$3.0 million gain from the branch sale in January 1998.

Other Expenses. Other expense decreased by $2.1 million to $11.4 million for the
year ended  September 30, 1999 from $13.5  million for the year ended  September
30,  1998,  due  primarily  to $1.7  million of costs  related to the  Company's
decision to  terminate  the defined  benefit  pension plan and the adoption of a
directors'  retirement  plan. In addition,  compensation  and employee  benefits
increased  slightly  due to the  hiring of  additional  sales  personnel  and an
average 4%  increase in salary  adjustments.  These costs were offset by certain
vacancies in staff positions during the year and savings related to compensation
and employee  benefits for personnel at the branches involved in the branch sale
in January 1998. Occupancy and equipment costs increased due to costs associated
with the  installation  and operation of automated teller machines at all branch
locations in 1999.

Impact of Inflation and Changing Prices

The consolidated financial statements and accompanying notes presented elsewhere
in this  prospectus  have been prepared in accordance  with  generally  accepted
accounting  principles  which  generally  requires the  measurement of financial
position  and  operating   results  in  terms  of  historical   dollars  without
considering the change in the relative  purchasing  power of money over time and
due to inflation.  The impact of inflation is reflected in the increased cost of
the Company's operations.  As a result,  interest rates have a greater impact on
the Company's  performance  than do the effects of general  levels of inflation.
Interest  rates do not  necessarily  move in the same  direction or, to the same
extent, as prices of goods and services.


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

         See Item 7.

                                       42
<PAGE>

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

The  consolidated  financial  statements,  footnotes  and report of  independent
auditor are included in this item as listed in the index below.

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                            <C>
Consolidated Statements of Financial Condition at September 30, 2000 and 1999......................  44
Consolidated Statements of Earnings for the years ended
   September 30, 2000, 1999 and 1998...............................................................  45
Consolidated Statements of Stockholders' Equity and Comprehensive Income
   for the years ended September 30, 2000, 1999 and 1998...........................................  46
Consolidated Statements of Cash Flows for the years ended
   September 30, 2000, 1999 and 1998...............................................................  47
Notes to Consolidated Financial Statements.........................................................  48
Report of Independent Auditors.....................................................................  74
</TABLE>

<PAGE>
                       FLORIDAFIRST BANCORP and SUBSIDIARY
                 Consolidated Statements of Financial Condition
                    (Dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                        September 30,
ASSETS                                                                              2000            1999
                                                                                -------------   -------------
<S>                                                                               <C>             <C>
Cash and cash equivalents                                                           $  6,734        $  2,598
Investments available for sale, at fair value                                         96,661          68,152
Investment securities held to maturity,
    market value of $9,391  and $12,479                                                9,687          12,724
Loans receivable, net of allowance for loan losses
    of $3,321 and $2,941                                                             440,386         397,910
Premises and equipment, net                                                            8,935           6,818
Federal Home Loan Bank stock, at cost                                                  7,925           4,475
Accrued interest receivable                                                            3,726           2,764
Other assets                                                                           8,126           2,917
                                                                                    --------        --------
           TOTAL ASSETS                                                             $582,180        $498,358
                                                                                    ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Deposits                                                                        $354,554        $339,224
    Federal Home Loan Bank advances                                                  158,000          87,600
    Other borrowings                                                                   2,937           4,872
    Advance payments by borrowers for taxes and insurance                              2,471           2,200
    Other liabilities                                                                  3,137           3,125
                                                                                    --------        --------
           Total liabilities                                                         521,099         437,021
                                                                                    --------        --------
Commitments and contingencies                                                              -               -

Stockholders' equity:
    Preferred stock, $ .10 par value,
         2,000,000 shares authorized, none outstanding                                     -               -
    Common stock, $ .10 par value,
         18,000,000 shares authorized, 5,752,875 outstanding                             575             575
    Additional paid-in capital                                                        25,085          25,124
    Retained earnings                                                                 42,506          39,037
    Treasury stock, at cost, 405,578 and -0- shares                                   (3,606)              -
    Unallocated shares held by the employee stock ownership plan                      (1,838)         (2,163)
    Unallocated shares held by the restricted stock plan                                (410)              -
    Accumulated other comprehensive loss                                              (1,231)         (1,236)
                                                                                    --------        --------
           Total stockholders' equity                                                 61,081          61,337
                                                                                    --------        --------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $582,180        $498,358
                                                                                    ========        ========
</TABLE>

See notes to consolidated financial statements.

                                       44
<PAGE>
                                    FLORIDAFIRST BANCORP and SUBSIDIARY
                                    Consolidated Statements of Earnings
                               (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                               Year ended September 30,
                                                                         2000          1999           1998
                                                                    ------------   -----------   ------------
<S>                                                                  <C>           <C>            <C>
Interest income:
    Interest and fees on loans                                         $ 32,470      $ 28,482       $ 27,241
    Interest and dividends on investment securities                       6,837         3,671          3,906
    Other interest income                                                   533           495            994
                                                                      ---------     ---------        -------
          Total interest income                                          39,840        32,648         32,141
                                                                      ---------     ---------        -------
Interest expense:
    Deposits                                                             15,744        14,727         18,831
    Federal Home Loan Bank advances and other borrowings                  7,831         2,401            135
                                                                      ---------     ---------        -------
          Total interest expense                                         23,575        17,128         18,966
                                                                      ---------     ---------        -------
          Net interest income                                            16,265        15,520         13,175
Provision for loan losses                                                   630           540            405
                                                                      ---------     ---------        -------
          Net interest income after provision for loan losses            15,635        14,980         12,770
                                                                      ---------     ---------        -------
Other income:
    Fees and service charges                                              1,147           991            996
    Gain (loss) on sale of loans and investments available for sale          16           (22)           117
    Gain on sale of branches                                                  -           165          3,016
    Other, net                                                              951           339            218
                                                                      ---------     ---------        -------
          Total other income                                              2,114         1,473          4,347
                                                                      ---------     ---------        -------
Other expenses:
    Compensation and employee benefits                                    6,325         5,820          5,632
    Other compensation and employee benefits                                  -             -          2,085
    Occupancy and equipment costs                                         1,755         1,881          1,818
    Marketing                                                               452           534            495
    Data processing costs                                                   498           521            558
    Federal insurance premiums                                              103           214            338
    Other                                                                 2,680         2,478          2,655
                                                                      ---------     ---------        -------
          Total other expenses                                           11,813        11,448         13,581
                                                                      ---------     ---------        -------
Income before income taxes                                                5,936         5,005          3,536
Income taxes                                                              2,094         1,748          1,151
                                                                      ---------     ---------        -------
NET INCOME                                                             $  3,842       $ 3,257        $ 2,385
                                                                      =========     =========        =======
Basic earnings per share (1)                                           $   0.73       $  0.34              -
                                                                      =========     =========        =======
Diluted earnings per share (1)                                         $   0.72       $  0.34              -
                                                                      =========     =========        =======
Weighted average common and common equivalents shares outstanding: (1)
    Basic                                                             5,255,644     5,549,185              -
                                                                      =========     =========        =======
    Diluted                                                           5,344,986     5,549,185              -
                                                                      =========     =========        =======
</TABLE>

(1)  FloridaFirst  converted to a stock  company on April 6, 1999.  Earnings per
     share and weighted  average shares  outstanding  for 1999 represent the six
     months ended September 30, 1999 (period subsequent to the conversion.)

See notes to consolidated financial statements.

                                       45
<PAGE>
<TABLE>
<CAPTION>
                                        FLORIDAFIRST BANCORP and SUBSIDIARY
                       Consolidated Statements of Stockholders' Equity and Comprehensive Income
                                   (Dollars in thousands, except per share data)

                                                                  Accumulated
                              Additional                            other                    Unallocated  Unallocated     Total
                     Common    paid-in    Retained    Treasury   comprehensive Comprehensive shares held  shares held  stockholders'
                     stock     capital    earnings      Stock    income (loss)   income      by the ESOP   by RSP        equity
                     -------- ----------- ----------  ---------- ------------- ------------- ------------ -----------  ------------
<S>                  <C>       <C>        <C>         <C>       <C>                        <C>          <C>           <C>
Balance at
  September 30, 1997                       $ 33,502              $      86                                             $ 33,588
Comprehensive income:
   Net income                                                                    $  2,385
                                              2,385                                                                       2,385
   Change in
     unrealized gain
     on investments
     available
     for sale, net                                                     134            134                                   134
                                                                               -----------
Total comprehensive
  income                                                                         $  2,519
                                          ----------             ------------  ===========                           -------------
Balance at
  September 30, 1998                         35,887                    220                                               36,107
Stock issuance,
  net of issuance
  costs of $1,239     $  575    $ 25,124                                                   $  (2,163)                    23,536
Comprehensive income:
   Net income                                 3,257                              $  3,257                                 3,257

   Change in
    unrealized loss
    on investments
    available for
    sale, net                                                       (1,456)        (1,456)                               (1,456)
                                                                               -----------
Total
  comprehensive
  income                                                                         $  1,801
                                                                               ===========
Dividends
  ($ .04 per share)                            (107)                                                                       (107)
                     -------- ----------- ----------             ------------               -----------              -------------
Balance at
  September 30, 1999     575      25,124     39,037                 (1,236)                   (2,163)                    61,337
Shares repurchased,
  at cost                                              $(3,606)                                                          (3,606)
Fair value of ESOP
  shares allocated                   (39)                                                        325                        286
Shares acquired for
  RSP, at cost                                                                                           $   (410)         (410)
Comprehensive income:
   Net income                                 3,842                              $  3,842                                 3,842
   Change in
     unrealized loss
     on investments
     available for
     sale, net                                                           5              5                                       5
                                                                               -----------
Total comprehensive
  income                                                                         $  3,847
                                                                               ===========
Dividends
  ($ .16 per share)                            (373)                                                                       (373)
                     -------- ----------- ----------  ---------- ------------               ----------- ------------ -------------
Balance at
  September 30, 2000  $  575    $ 25,085   $ 42,506    $(3,606)  $  (1,231)                 $ (1,838)    $   (410)     $ 61,081
                     ======== =========== ==========  ========== ============               =========== ============ =============
<PAGE>
                                                           Year ended September 30,
Disclosure of reclassification amount:                   2000        1999        1998
                                                     ----------  ---------- ------------
Unrealized gain (loss) on investments
  available for sale arising during year,
  net of taxes                                          $    8    $(1,470)  $     210
                                                     ----------  ---------- ------------
Less reclassification adjustment for
  gain (loss) included in net income                         5        (22)        117
Income taxes (benefit)                                       2         (8)         41
                                                     ----------  ---------- ------------
   Reclassification adjustment for
     gain (loss), net of taxes                               3        (14)         76
                                                     ----------  ---------- ------------
Unrealized gain (loss) on investments
  available for sale, net of taxes                      $    5    $(1,456)  $     134
                                                     ==========  ========== ============
</TABLE>

See notes to consolidated financial statements.

                                       46
<PAGE>
                       FLORIDAFIRST BANCORP and SUBSIDIARY
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                            Year ended September 30,
<TABLE>
<CAPTION>
                                                                                      2000          1999          1998
                                                                                   ---------     ----------     ---------
<S>                                                                               <C>           <C>           <C>
Cash flows from operating activities:
    Net income                                                                     $  3,842       $  3,257      $  2,385
    Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                         630            540           405
      Deferred income taxes (benefit)                                                  (187)           (39)         (864)
      Depreciation                                                                      700            759           632
      (Gain) loss on sale of investments available for sale                              (5)            22          (117)
      Gain on sale of branches                                                            -           (165)       (3,016)
      Decrease (increase) in accrued interest receivable                               (962)          (366)          295
      Decrease (increase) in other assets                                               (22)            95           166
      Increase (decrease) in other liabilities                                          119           (402)        2,118
      Increase (decrease) in advance payments by borrowers for taxes and insurance      271            229           (33)
                                                                                  ---------     ----------     ---------
               Net cash provided by operating activities                              4,386          3,930         1,971
                                                                                  ---------     ----------     ---------
Cash flows from investing activities:
    Purchase of FHLB stock, net                                                      (3,450)        (1,611)            -
    Proceeds from sales, maturity and repayments of investments available for sale   16,353         24,069        28,930
    Proceeds from maturity and repayments of investment securities held to
      maturity                                                                        3,037          6,012        19,000
    Proceeds from sale of assets                                                         26            520         1,824
    Net increase in loans                                                           (42,827)       (59,782)      (30,299)
    Purchases of premises and equipment                                              (2,843)          (883)         (434)
    Purchases of investments available for sale                                     (44,845)       (52,358)      (33,981)
    Purchase of bank owned life insurance                                            (5,000)             -             -
    Cash transferred in connection with sale of branches, net                             -              -       (10,186)
                                                                                  ---------     ----------     ---------
               Net cash used in investing activities                                (79,549)       (84,033)      (25,146)
                                                                                  ---------     ----------     ---------
Cash flows from financing activities:
    Net increase (decrease) in deposits                                              15,330        (12,956)      (19,020)
    Net increase in FHLB advances                                                    70,400         66,600        21,000
    Payments to acquire treasury stock                                               (3,606)             -             -
    Payments to acquire shares held by the RSP                                         (410)             -             -
    Net increase (decrease) in other borrowings                                      (1,935)         4,874             -
    Dividends paid                                                                     (480)             -             -
    Net proceeds received from issuance of common stock                                   -         23,536             -
                                                                                  ---------     ----------     ---------
               Net cash provided by financing activities                             79,299         82,054         1,980
                                                                                  ---------     ----------     ---------
               Net increase (decrease) in cash and cash equivalents                   4,136          1,951       (21,195)
Cash and cash equivalents at beginning of period                                      2,598            647        21,842
                                                                                  ---------     ----------     ---------
Cash and cash equivalents at end of period                                        $   6,734     $    2,598     $     647
                                                                                  =========     ==========     =========
Supplemental disclosure of cash flow information -
    Cash paid during the year for:
      Interest                                                                    $  22,966     $   15,963     $  18,971
                                                                                  =========     ==========     =========
      Taxes                                                                       $   2,099     $    1,406     $   2,557
                                                                                  =========     ==========     =========
Supplemental disclosure of non-cash information:
    Additions to investment in real estate acquired through foreclosure           $     221     $       76     $   2,238
                                                                                  =========     ==========     =========
    Change in unrealized gain (loss) on investments available for sale,
      net of deferred taxes (benefit) of $3, $(852), and $79, respectively        $       5     $   (1,456)    $     134
                                                                                  =========     ==========     =========
    Dividends declared                                                                          $      107
                                                                                                ==========
    Net assets transferred in connection with branch sale:
      Loans receivable                                                                                         $  44,607
      Premises and equipment                                                                                         705
      Deposits                                                                                                    55,498
                                                                                                               =========
</TABLE>
See notes to consolidated financial statements.

                                       47
<PAGE>
                       FLORIDAFIRST BANCORP and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        September 30, 2000, 1999 and 1998


(1)    Reorganization

       On April 6, 1999,  FloridaFirst Bank (the "Bank") completed its mutual to
       stock  conversion  including  the  formation of mutual and stock  holding
       companies  ("Reorganization").  In  connection  with the  Reorganization,
       FloridaFirst Bancorp, a federally chartered  corporation,  sold 2,703,851
       shares (or 47%) of its common stock in a subscription  offering at $10.00
       per share and issued the  remaining  53% to  FloridaFirst  Bancorp MHC. A
       total of 5,752,875  shares of common stock of  FloridaFirst  Bancorp were
       issued in connection  with the  Reorganization.  Upon completion of these
       transactions, the Bank became the wholly owned subsidiary of FloridaFirst
       Bancorp (the "Bancorp"). The Reorganization was accounted for in a manner
       similar to a pooling of interests.

       Gross  proceeds from the stock  issuance of $27.0 million were reduced by
       $1.2  million in  subscription  related  expenses  and  $100,000  initial
       capital for FloridaFirst Bancorp MHC ("MHC"), leaving net proceeds of the
       offering of $25.7 million. The Bancorp recorded $575,288 as capital stock
       based on the 5,752,875  shares issued  (3,049,024 were issued to the MHC)
       at a $.10 par  value,  with  the  remaining  $25.1  million  recorded  as
       additional paid-in capital. Of the net proceeds,  the Bancorp contributed
       $12.9 million to the Bank in exchange for all of its  outstanding  shares
       of stock.

       Upon a complete  liquidation  of the Bank after the  Reorganization,  the
       Bancorp,  as holder of the Bank's common stock,  would be entitled to any
       assets  remaining upon a liquidation  or  dissolution  of the Bank.  Each
       depositor would not have a claim in the assets of the Bank. However, upon
       a  complete  liquidation  of  the  MHC  after  the  Reorganization,  each
       depositor  would  have a claim  up to the pro  rata  value  of his or her
       accounts,  in the  assets of the MHC  remaining  after the  claims of the
       creditors  of the MHC are  satisfied.  Depositors  who  have  liquidation
       rights in the Bank immediately prior to the Reorganization  will continue
       to have such  rights in the MHC after the  Reorganization  for so long as
       they maintain qualifying deposits in the Bank after the Reorganization.

       The Office of Thrift Supervision ("OTS") imposes various  restrictions on
       the  ability  of  savings  institutions  to make  capital  distributions,
       including dividend payments.  A federal savings institution is prohibited
       from making a capital distribution if, after making the distribution, the
       savings institution would be undercapitalized. Further, a federal savings
       institution  cannot distribute  regulatory capital that is needed for its
       liquidation account.

(2)    Nature of Business  and Summary of Significant Accounting Policies

       The following is a description  of business of  FloridaFirst  Bancorp and
       its  subsidiary  (the  "Company")  and  the  significant  accounting  and
       reporting  policies which the Company follows in preparing and presenting
       its financial statements.

       The Company conducts its business  principally through the Bank. The Bank
       is a  community-oriented  savings  institution  that delivers  retail and
       commercial   banking  services  through  nine  full  service   locations.
       Principal  sources of income are derived through interest earned on loans
       and investments.  The primary sources of funds are customer  deposits and
       Federal  Home  Loan  Bank  advances.  The  Bank  is  subject  to  various
       regulations  governing  savings  institutions  and is subject to periodic
       examination by its primary regulator, the OTS.

                                       48
<PAGE>
       (a) Principles of Consolidation

              The  consolidated  financial  statements  have  been  prepared  in
              conformity  with  generally  accepted  accounting  principles  and
              include  the  accounts  of the  Bancorp  and  the  Bank  that,  as
              discussed  in Note 1, became the wholly  owned  subsidiary  of the
              Bancorp on April 6, 1999.  The  Company's  business  is  conducted
              principally  through the Bank. All  intercompany  transactions and
              balances have been eliminated in consolidation.

       (b)    Cash and Cash Equivalents

              For financial statement purposes,  the Company considers cash, due
              from banks and interest-bearing  accounts with original maturities
              of three months or less in other financial institutions to be cash
              and cash equivalents.

       (c)    Investment Securities

              Investments   available   for  sale  are  stated  at  fair  value.
              Unrealized gains and losses on investments available for sale, net
              of taxes, are included in accumulated other  comprehensive  income
              or loss in the  consolidated  statements  of  financial  condition
              until these gains or losses are  realized.  Investments  available
              for sale that  experience  a decline  in fair  value that is other
              than  temporary  are written down to fair value and the  resultant
              losses are reflected in the  consolidated  statements of earnings.
              Gains and losses on the sale of investments available for sale are
              recorded  on the trade  date and  determined  using  the  specific
              identification method.

              Investment  securities  held  to  maturity  are  investments  that
              management  has the intent and the  Company has the ability at the
              time  of  purchase  to hold  until  maturity.  Securities  in this
              category are carried at amortized  cost  adjusted for accretion of
              discounts  and  amortization  of  premiums  using the  level-yield
              method over the estimated  life of the  securities.  If a security
              has a decline in fair value below its amortized cost that is other
              than temporary,  then the security will be written down to its new
              cost basis by recording a loss in the  consolidated  statements of
              earnings.

              The Bank is required to maintain,  in cash and U.S. Government and
              other approved securities,  an amount equal to 4% of deposits (net
              of loans on  deposits)  plus  short-term  borrowings.  The  Bank's
              liquidity  ratio was 12.8% and  17.6% at  September  30,  2000 and
              1999, respectively.

              Capital stock in the Federal Home Loan Bank of Atlanta ("FHLB") is
              held in  accordance  with certain  requirements  of the FHLB.  The
              Company's  investment  is carried at cost and serves as collateral
              for FHLB advances.

        (d)   Loans Held For Sale

              Loans  originated  and held for sale by the Company are carried at
              the lower of cost or  market  using  the  specific  identification
              method.  Gains and losses on the sale of such loans are recognized
              using the specific  identification  method. No loans were held for
              sale at September 30, 2000 and 1999.

       (e)    Mortgage Loan Interest Income

              The  Company  provides  an  allowance  for  uncollected   interest
              generally on all accrued interest related to loans 90 days or more
              delinquent.  This  allowance is netted  against  accrued  interest
              receivable for financial statement  disclosure.  Such interest, if
              ultimately  collected,  is  credited  to income  in the  period of
              recovery.

                                       49
<PAGE>
(f)    Loan Fees

              Loan origination and commitment fees and certain related costs are
              deferred and amortized over the contractual  maturities,  adjusted
              for anticipated  prepayments,  as an adjustment to yield using the
              level-yield  method.  For loans on non-accrual,  such amortization
              ceases.

       (g)    Loans and Provisions for Losses

              Loans are  stated  at unpaid  principal  balances,  less  loans in
              process, the allowance for loan losses, unearned interest, and net
              deferred loan origination fees.

              The  Company  follows  a  consistent   procedural  discipline  and
              accounts for loan loss  contingencies in accordance with Statement
              of Financial  Accounting  Standards  (SFAS) No. 5,  Accounting for
              Contingencies,  and accounts for impaired loans in conformity with
              SFAS No. 114, Accounting by Creditors for Impairment of a Loan, as
              amended by SFAS No. 118, Accounting by Creditors for Impairment of
              a Loan - Income  Recognition  and  Disclosure.  The following is a
              description  of how each portion of the  allowance for loan losses
              is determined.

              The Company  segregates  the loan portfolio for loan loss purposes
              into  the  following  broad  segments:   commercial  real  estate,
              residential real estate, and consumer. The Company provides for an
              allowance  for  losses  inherent  in the  portfolio  by the  above
              categories,  which  consists  of  two  components:   general  loss
              percentages and specific loss analysis.

              General loss  percentages  are  calculated  based upon  historical
              analyses.  A portion of the allowance is  calculated  for inherent
              losses which  management  believes exist as of the evaluation date
              even  though  they  might  not have  been  identified  by the more
              objective  processes used. This is due to the risk of error and/or
              inherent imprecision in the process. This portion of the allowance
              is  particularly   subjective  and  requires  judgments  based  on
              qualitative   factors  which  do  not  lend  themselves  to  exact
              mathematical  calculations  such as: trends in  delinquencies  and
              nonaccruals;  migration trends in the portfolio; trends in volume,
              terms,  and portfolio mix; new credit  products  and/or changes in
              the geographic distribution of those products;  changes in lending
              policies and  procedures;  loan review  reports on the efficacy of
              the risk identification process; changes in the outlook for local,
              regional  and  national  economic  conditions;  concentrations  of
              credit; and peer group comparison.

              Allowances  are also  provided  in the  event  that  the  specific
              collateral  analysis on a loan  indicates  that the estimated loss
              upon  liquidation of collateral  would be in excess of the general
              percentage allocation. The provision for loan losses is debited or
              credited  in order to state the  allowance  for loan losses to the
              required level as determined above.

              The Company  considers  a loan to be impaired  when it is probable
              that the Company will be unable to collect all amounts  due,  both
              principal and interest,  according to the contractual terms of the
              loan agreement.  When a loan is impaired,  the Company may measure
              impairment  based on (a) the present value of the expected  future
              cash flows of the impaired loan  discounted at the loan's original
              effective  interest rate;  (b) the observable  market price of the
              impaired  loans;  or (c) the  fair  value of the  collateral  of a
              collateral-dependent  loan.  The Company  selects the  measurement
              method on a loan-by-loan  basis,  except for  collateral-dependent
              loans for which  foreclosure  is probable  must be measured at the
              fair value of the  collateral.  In a troubled  debt  restructuring
              involving a restructured loan, the Company measures  impairment by
              discounting  the total  expected  future  cash flows at the loan's
              original effective rate of interest.

                                       50
<PAGE>
       (h)    Premises and Equipment

              Depreciation of office  properties and equipment is accumulated on
              a  straight-line  basis  over the  estimated  useful  lives of the
              related  assets.  Estimated lives are 10 to 50 years for buildings
              and  leasehold  improvements,  and 3 to 10  years  for  furniture,
              fixtures and equipment.

              Maintenance  and  repairs are  charged to expense  when  incurred.
              Expenditures   for  renewals   and   betterments   generally   are
              capitalized.  The costs and accumulated  depreciation  relating to
              office properties and equipment  retired or otherwise  disposed of
              are  eliminated  from the accounts,  and any  resulting  gains and
              losses are reflected in the consolidated statements of earnings.

       (i)    Real Estate Owned

              Real  estate  owned   represents  real  estate  acquired   through
              foreclosure  or  deed  in  lieu of  foreclosure.  Real  estate  so
              acquired is recorded  at the lower of cost  (principal  balance of
              the former mortgage loan) or estimated fair value,  less estimated
              selling  expenses.   The  carrying  value  of  real  estate  owned
              properties was $113,000 and $16,000 at September 30, 2000 and 1999
              and is included in Other Assets in the consolidated  statements of
              financial  condition.  The Company  reported  net  (income)  costs
              related to real estate owned  activities of ($6,000),  $10,000 and
              $144,000 in operations  in fiscal years ended  September 30, 2000,
              1999 and 1998, respectively.

       (j)    Income Taxes

              Deferred tax assets and  liabilities are recognized for the future
              tax consequences attributable to temporary differences between the
              financial  statement  carrying  amounts  of  existing  assets  and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and  liabilities  are measured using enacted tax rates expected to
              apply to  taxable  income  in the years in which  those  temporary
              differences are expected to be recovered or settled. The effect on
              deferred  tax assets and  liabilities  of a change in tax rates is
              recognized  in income in the period  that  include  the  enactment
              date.

       (k)    Financial Instruments With Off-Balance Sheet Risk

              In the  ordinary  course of  business,  the  Company is a party to
              financial instruments with off-balance sheet risk. These financial
              instruments include commitments to extend credit at both fixed and
              variable rates and standby  letters of credit.  These  instruments
              involve, to varying degrees,  elements of credit risk in excess of
              the amount recognized,  if any, in the consolidated  statements of
              financial  condition.  The  Company's  exposure to credit loss for
              commitments  to extend  credit  and  standby  letters of credit is
              represented by the contractual  amount of these  instruments.  The
              Company uses the same credit  policies in making  commitments  and
              conditional   obligations   as  it  does  for   on-balance   sheet
              instruments.

              Commitments to extend credit are agreements to lend to a  customer
              as long as there is no violation of any condition  established  in
              the contract.  Commitments  generally have fixed expiration  dates
              or other  termination  clauses and may require  payment of a  fee.
              The Company  evaluates  each  customer's  credit  worthiness  on a
              case-by-case basis.

              Standby  letters of credit are conditional  commitments  issued by
              the Company to guarantee the  performance of a customer to a third
              party.  The credit risk  involved in issuing  letters of credit is
              essentially the same as that involved in extending loan facilities
              to customers.

                                       51
<PAGE>
       (l)    Use of Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements,  and the
              reported  amount of revenues  and  expenses  during the  reporting
              period.  The major estimate by management  that is critical to the
              consolidated  financial  statements  is the  appropriate  level of
              allowance for loan losses which can be  significantly  impacted by
              future industry, market and economic trends and conditions. Actual
              results could differ from these estimates. Regulatory agencies, as
              a part of  their  examination  process,  periodically  review  the
              Company's allowance for loan losses. Such agencies may require the
              Company  to  recognize  changes  in the  allowance  based on their
              judgements of  information  available to them at the time of their
              examination.

       (m)    Self-Insurance

              The  Company  is  self-insured  for  employee  medical  and dental
              benefits,  but has a  reinsurance  contract to limit the amount of
              liability  for  these  benefits  in any plan  year.  Benefits  are
              administered  through a third party  administrator and the related
              liabilities   are   reflected   in  the   consolidated   financial
              statements.  The  Company  accrues a  liability  based on  average
              claims paid over the past three years,  historical information and
              certain assumptions regarding future events.

              The  self-insured  plan operates on a calendar year basis. For the
              plan years ended  December 31, 1999,  1998 and 1997,  claims paid,
              net  of  amounts  received  under  the  reinsurance  contract  and
              premiums   received  from  dependent  and  COBRA  coverage,   were
              $441,000,  $460,000 and  $356,000,  respectively.  The plan covers
              only active employees as defined in the plan.

       (n)    Derivative Instruments

              The  Company  does not  purchase,  sell or enter  into  derivative
              financial  instruments  or  derivative  commodity  instruments  as
              defined by SFAS No. 119,  Disclosures  About Derivative  Financial
              Instruments  and Fair Value of Financial  Instruments,  other than
              fixed rate loan commitments.

       (o)    Earnings Per Share

              Basic  net  income  per  share of  common  stock  for the  periods
              subsequent to the Reorganization has been computed by dividing net
              income for the  period by the  weighted  average  number of shares
              outstanding.  Earnings per share information for all other periods
              presented in these  financial  statements is not  comparative  and
              therefore not presented.

              Shares of common  stock  purchased  by the Bank's  Employee  Stock
              Ownership Plan ("ESOP") are only considered  outstanding  when the
              shares are released or committed to be released for  allocation to
              participants.  The Company  determined that 1,803 shares per month
              were committed to be released  during the year ended September 30,
              2000.

              The common stock equivalents  related to the Company's  restricted
              stock awards and stock options granted are used to compute diluted
              earnings per share.

                                       52
<PAGE>

(p)    Comprehensive Income

              On October 1, 1998 the Company  adopted  SFAS No.  130,  Reporting
              Comprehensive  Income  which  requires an entity to present,  as a
              component of comprehensive  income,  the amounts from transactions
              and  other  events   which   currently   are  excluded   from  the
              consolidated  statements of earnings and are recorded  directly to
              stockholders'  equity. The Company's other comprehensive income is
              the unrealized gain (loss) on investments available for sale.

       (q)    Segment Information

              On October 1, 1998 the Company  adopted SFAS No. 131,  Disclosures
              About  Segments of an Enterprise  and Related  Information,  which
              requires public companies to report  information about segments of
              their  business  and  requires  them to  report  selected  segment
              information in their quarterly reports issued to stockholders.  No
              specific  segment  disclosure is required  since the Company views
              its operations as a single segment.

       (r)    Accounting Pronouncements

              In June 1998, the Financial  Acounting Standards Board issued SFAS
              No.  133,  Accounting  for  Derivative   Instruments  and  Hedging
              Activities.  SFAS No. 133  establishes  accounting  and  reporting
              standards for derivative instruments, including certain derivative
              instruments embedded in other contracts  (collectively referred to
              as derivatives),  and for hedging activities.  It requires that an
              entity  recognize all  derivatives as either assets or liabilities
              in  the   statement  of  financial   position  and  measure  those
              instruments at fair value.  FASB has delayed the effective date of
              SFAS No. 133 until fiscal quarters of fiscal years beginning after
              June 15, 2000 by issuing SFAS No. 137,  Accounting  for Derivative
              Instruments  and Hedging  Activities  - Deferral of the  Effective
              Date of FASB  Statement  No. 133.  SFAS No. 133 is not expected to
              have a  material  impact  on  the  Company's  financial  statement
              presentations.

       (s)    Reclassifications

              Certain  amounts  in the  1999  and  1998  consolidated  financial
              statements   have  been   reclassified  to  conform  to  the  2000
              presentation.

                                       53
<PAGE>
(3)    Investments Available for Sale

       The amortized cost and estimated fair values of investments available for
       sale are as follows:
<TABLE>
<CAPTION>
                                                                       September 30, 2000
                                               --------------------------------------------------------------------
                                                                     Gross             Gross
                                                 Amortized        unrealized         unrealized          Fair
                                                   cost              gains             losses            value
                                               --------------     ------------      -------------    --------------
                                                                         (In thousands)
<S>                                              <C>                <C>            <C>                <C>
          Obligations of U.S. government
              agencies                            $ 19,861                -         $    (504)         $ 19,357
          Collateralized mortgage
              obligations                           18,172          $    76               (176)          18,072
          Mortgage-backed securities                29,928               61               (339)          29,650
          Corporate bonds                           20,930              160               (904)          20,186
          Municipal bonds                            9,725              138               (467)           9,396
                                               --------------     ------------      -------------    --------------
               Total                              $ 98,616           $  435         $   (2,390)        $ 96,661
                                               ==============     ============      =============    ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                       September 30, 1999
                                               --------------------------------------------------------------------
                                                                     Gross             Gross
                                                 Amortized        unrealized         unrealized          Fair
                                                   cost              gains             losses            Value
                                               --------------     ------------      -------------    --------------
                                                                         (In thousands)
<S>                                              <C>                 <C>           <C>                <C>
          Obligations of U.S. government
              agencies                            $ 20,855                -         $     (342)        $ 20,513
          Collateralized mortgage
              obligations                            7,569          $     3               (152)           7,420
          Mortgage-backed securities                28,711               69               (464)          28,316
          Corporate bonds                            7,147                -               (429)           6,718
          Municipal bonds                            5,831                -               (646)           5,185
                                               --------------     ------------      -------------    --------------
               Total                              $ 70,113            $  72         $   (2,033)        $ 68,152
                                               ==============     ============      =============    ==============
</TABLE>
       Approximately  70% and  95% of the  collateralized  mortgage  obligations
       ("CMOs") and mortgage-backed  securities ("MBS") as of September 30, 2000
       and 1999, respectively,  were issues of Ginnie Mae, Fannie Mae or Freddie
       Mac.

       The maturity  distribution for the portfolio of investments available for
       sale at September 30, 2000 is as follows:

                                                      Amortized           Fair
                                                        cost              Value
                                                     -------------     ---------
                                                            (In thousands)
            Due in one year or less                   $   990           $    990
            Due after one year through five years      14,724             14,570
            Due after five years through ten years     14,410             14,132
            Due after ten years                        38,564             37,319
                                                      -------            -------

                                                       68,688             67,011

            Mortgage-backed securities                 29,928             29,650
                                                      -------            -------
            Total                                     $98,616            $96,661
                                                      =======            =======
                                       54
<PAGE>
       Proceeds  from sales of  investments  available for sale during the years
       ended September 30, 2000,  1999 and 1998 were $5.7 million,  $6.0 million
       and $3.4  million,  respectively.  Gross gains of $5,000 were realized on
       those  sales  during  2000.  Gross  gains of $8,000  and gross  losses of
       $30,000 were realized on those sales during 1999. Gross gains of $149,000
       and gross losses of $32,000 were realized on those sales during 1998.

       Investments  available  for sale with a fair value of $10.4  million  and
       $10.9  million  were  pledged as  collateral  to secure  public  funds at
       September 30, 2000 and 1999, respectively.


(4)    Investment Securities Held to Maturity

       The  amortized  cost and estimated  fair values of investment  securities
       held to maturity are as follows:
<TABLE>
<CAPTION>
                                                                       September 30, 2000
                                               --------------------------------------------------------------------
                                                                     Gross             Gross
                                                 Amortized        unrealized         unrealized          Fair
                                                   cost              gains             losses            Value
                                               --------------     ------------      -------------    --------------
                                                                         (In thousands)
<S>                                              <C>              <C>               <C>              <C>
          Obligations of U.S. government
              agencies                             $ 1,000                -                 -          $ 1,000
          Collateralized mortgage
              obligations                            8,687          $    33           $  (329)           8,391
                                               --------------     ------------      -------------    --------------
               Total                               $ 9,687          $    33           $  (329)         $ 9,391
                                               ==============     ============      =============    ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                       September 30, 1999
                                               --------------------------------------------------------------------
                                                                     Gross             Gross
                                                 Amortized        unrealized         unrealized          Fair
                                                   cost              gains             losses            Value
                                               --------------     ------------      -------------    --------------
                                                                         (In thousands)
<S>                                              <C>              <C>               <C>              <C>
          Obligations of U.S. government
              agencies                           $   4,000                -          $    (43)       $   3,957
          Collateralized mortgage
              obligations                            8,724          $    40              (242)           8,522
                                               --------------     ------------      -------------    --------------
               Total                              $ 12,724          $    40           $  (285)        $ 12,479
                                               ==============     ============      =============    ==============
</TABLE>
       The CMOs have principal and interest  components  and have  predominantly
       variable  rates of return.  The weighted  average  rates at September 30,
       2000, 1999 and 1998 were 6.59%, 5.57% and 5.80%,  respectively.  All CMOs
       as of  September  30,  2000 and 1999 were issues of Fannie Mae or Freddie
       Mac.

       The  Company's  investment in  obligations  of U.S.  government  agencies
       include   floating   interest  rate  bonds  that  are  reflected  in  the
       consolidated  financial  statements  at $1.0  million and $4.0 million at
       September 30, 2000 and 1999, respectively. These bonds pay variable rates
       of interest depending on relevant market rates and have an estimated fair
       value of  approximately  $1.0 million and $3.9  million at September  30,
       2000 and 1999,  respectively.  The  floating  interest  rate  bonds  were
       purchased  to offset  the risk  related  to the  Company's  portfolio  of
       adjustable  and fixed rate  mortgages;  however,  these bonds  expose the
       Company to a certain  degree of market  risk as their  rates  change with
       prevailing market rates.

                                       55
<PAGE>

       The amortized cost and estimated fair value of investment securities held
       to maturity at September 30, 2000,  by  contractual  maturity,  are shown
       below. Expected maturities may differ from contractual maturities because
       borrowers have the right to call or prepay obligations without penalty.
<TABLE>
<CAPTION>
                                                                 Amortized           Fair
                                                                   Cost              value
                                                                 ---------       ------------
                                                                       (In thousands)
<S>                                                             <C>            <C>
            Due in one year or less                               $ 1,000          $ 1,000
            Due after five years through ten years                  5,692            5,473
            Due after ten years                                     2,995            2,918
                                                                 ---------     --------------
                 Total                                            $ 9,687          $ 9,391
                                                                 =========     ==============
</TABLE>

 (5)   Loans Receivable, Net

       Loans receivable consist of the following:
<TABLE>
<CAPTION>
                                                                        September 30,
                                                                 ------------------------------
                                                                   2000               1999
                                                                 ------------     -------------
                                                                   (Dollars in thousands)
<S>                                                            <C>                <C>
              Loans secured by first mortgages on real estate:
                 Residential 1-4:
                    Permanent                                    $ 304,419          $ 276,115
                    Construction                                    27,996             32,974
                 Multi-family                                        3,610              5,787
                 Commercial real estate                             28,176             19,783
                 Land                                               12,886              9,548
                                                                 ------------     -------------
                    Total first mortgage loans                     377,087            344,207
                                                                 ------------     -------------
              Other loans:
                 Consumer loans                                     81,039             75,044
                 Other loans                                         2,533              1,374
                                                                 ------------     -------------
                    Total other loans                               83,572             76,418
                                                                 ------------     -------------
                    Total loans                                    460,659            420,625
              Allowance for loan losses                             (3,321)            (2,941)
              Loans in process                                     (16,952)           (19,774)
                                                                 ------------     -------------
                        Loans receivable, net                    $ 440,386          $ 397,910
                                                                 ============     =============
              Weighted average yield on loans at year end             7.83%              7.56%
                                                                 ============     =============
</TABLE>
                                       56
<PAGE>

       The  activity  in the  allowance  for  loan  losses  was as  follows
       (in thousands):

                Balance at September 30, 1997                      $ 2,633
                   Provision for loan losses                           405
                   Charge offs                                        (474)
                   Recoveries                                            -
                                                                   --------
                Balance at September 30, 1998                        2,564
                   Provision for loan losses                           540
                   Charge offs                                        (251)
                   Recoveries                                           88
                                                                   --------
                Balance at September 30, 1999                        2,941
                   Provision for loan losses                           630
                   Charge offs                                        (288)
                   Recoveries                                           38
                                                                   --------
                Balance at September 30, 2000                      $ 3,321
                                                                   ========

       Outstanding  mortgage loan commitments,  generally with terms of 30 days,
       were  approximately  $672,000 and $2.0 million for fixed rate loans,  and
       $214,000 and $300,000 for variable  rate loans at September  30, 2000 and
       1999,  respectively.  There was a $2,000 letter of credit  outstanding at
       September  30, 2000 and none at  September  30,  1999.  Furthermore,  the
       Company was  servicing  approximately  $14.1  million,  $16.7 million and
       $23.3 million in loans for the benefit of others in 2000,  1999 and 1998,
       respectively.  The Company  holds  custodial  escrow  deposits  for these
       serviced loans totaling  approximately  $149,000 and $10,000 at September
       30, 2000 and 1999, respectively. The range of interest rates on the fixed
       rate loan commitments as of September 30, 2000 was 7.88% to 8.50%.

       Loan  customers of the Company  include  certain  executive  officers and
       directors and their related  interests and associates.  All loans to this
       group were made in the ordinary  course of business at  prevailing  terms
       and  conditions.  As of  September  30,  2000,  these  loans  amounted to
       approximately $169,000.

       Impaired loans have been  recognized in conformity  with SFAS No. 114, as
       amended by SFAS No. 118. Impaired loans and related  information  are  as
       follows:

                                                                September 30,
                                                          ----------------------
                                                           2000     1999    1998
                                                           ----     ----    ----
       Impaired loans at year end                         $ 762    $ 830  $  836
       Average balance of impaired loans for the year       454      957   1,697
       Allowance for loan losses for impaired loans         189      166     167
       Interest income recognized during the year            43       72     130

                                       57
<PAGE>
(6)    Premises and Equipment

       Premises and equipment consists of the following:
                                                                 September 30,
                                                              ------------------
                                                                2000     1999
                                                              -------   -------
                                                                (In thousands)

              Land                                            $ 2,992   $ 1,819
              Buildings and leasehold improvements              6,571     6,646
              Furniture, fixtures and equipment                 4,562     3,691
              Other projects in progress                          905         -
                                                              -------   -------
              Total                                            15,030    12,156
              Less accumulated depreciation and amortization   (6,095)   (5,338)
                                                              -------   -------
              Premises and equipment, net                     $ 8,935   $ 6,818
                                                              =======   =======

       The Company  conducts a portion of its operations from leased  facilities
       and leases certain  equipment under operating leases. As of September 30,
       2000, the Company was committed to  noncancelable  operating  leases with
       annual minimum lease payments  approximating  $167,000 through  September
       30, 2003 and  approximately  $99,000 per year  thereafter  through fiscal
       year 2010.

       Rent  expense  under all  operating  leases was  approximately  $106,000,
       $136,000 and $139,000 for the years ended  September  30, 2000,  1999 and
       1998, respectively.

 (7)   Deposits

       Deposits and weighted average interest rates are as follows:
<TABLE>
<CAPTION>
                                                          September 30, 2000                 September 30, 1999
                                                    ----------------------------    -------------------------------
                                                        Amount          Rate           Amount         Rate
                                                    ---------------  -----------    --------------  -----------
                                                     (In thousands)                  (In thousands)
<S>                                                   <C>            <C>            <C>             <C>
           Noninterest-bearing checking               $  16,292           -           $  13,485          -
           Interest-bearing checking                     31,460        1.86%             27,098       1.77%
           Savings accounts                              29,167        2.08%             32,826       1.67%
           Money market accounts                         24,325        5.10%             23,997       3.87%
           Certificate accounts:
              4.00% - 4.99%                              19,999                         112,560
              5.00% - 5.99%                              81,625                          79,323
              6.00% - 6.99%                             144,575                          47,903
              7.00% - 7.99%                               7,111                           2,032
                                                      ---------                       ---------
                 Total certificates                     253,310        5.89%            241,818       5.12%
                                                      ---------                       ---------
                 Total deposits                       $ 354,554        4.90%          $ 339,224       4.23%
                                                      =========                       =========
</TABLE>

       Certificate accounts in amounts of $100,000 or more totaled approximately
       $57.3  million  and  $55.8  million  at  September  30,  2000  and  1999,
       respectively.  Deposits in excess of $100,000 are not federally  insured.
       The Company had  certificate  accounts  totaling  $17.1 and $17.2 million
       under the State of Florida public deposits  program at September 30, 2000
       and September  30, 1999,  respectively.  Deposits  under this program are
       collateralized  with investment  securities in accordance with applicable
       regulations.

                                       58
<PAGE>

       Interest expense on deposits is summarized as follows:
<TABLE>
<CAPTION>
                                                                     Year ended September 30,
                                                           ----------------------------------------
                                                              2000           1999             1998
                                                           ---------       --------        --------
                                                                          (In thousands)
<S>                                                        <C>           <C>              <C>
         Interest on interest-bearing
             checking and money market accounts              $ 1,648       $  1,257         $ 1,051
         Interest on savings and certificate accounts         14,173         13,550          17,868
         Less early withdrawal penalties                         (77)           (80)            (88)
                                                           ---------       --------         --------
         Total interest expense                              $15,744        $14,727         $18,831
                                                           =========       ========         =======
</TABLE>
       Certificate accounts by year of scheduled maturity are as follows:

                                                          September 30,
                                                 -------------------------------
                         Fiscal Year                 2000                1999
                         -----------             -------------       -----------
                                                          (In thousands)
                             2000                          -           $ 163,002
                             2001                  $ 164,802              38,335
                             2002                     62,280              29,572
                             2003                     11,477               8,241
                        2004 and after                14,751               2,668
                                                   ---------           ---------
                            Total                  $ 253,310           $ 241,818
                                                   =========           =========

 (8)   Advances From Federal Home Loan Bank and Other Borrowings

       The Company had $158.0  million and $87.6  million in FHLB  advances with
       weighted  average interest rates of 6.27% and 5.18% at September 30, 2000
       and 1999,  respectively.  The advances as of  September  30, 2000 include
       $71.0 million in convertible  advances whereby the FHLB has the option at
       a predetermined  time to convert the fixed interest rate to an adjustable
       rate tied to LIBOR (London interbank offering rate). The Company then has
       the option to prepay the advances  without  penalty if the FHLB  converts
       the interest  rate.  Should the Company  elect to otherwise  prepay these
       borrowings  prior to  maturity,  prepayment  penalties  may be  incurred.
       Advances  from the FHLB are secured  with a blanket  floating  lien which
       includes a security  interest  in the FHLB stock held by the  Company and
       the Company's mortgage loan portfolio.

       The  Company's  borrowings  from the FHLB at  September  30,  2000 are as
       follows:
<TABLE>
<CAPTION>
                                                   Conversion
                         Year                        option    Rate       Maturity    Rate
                         ----                        ------    ----       --------    ----
                                               (In thousands)           (In thousands)
<S>                      <C>                      <C>         <C>        <C>         <C>
                         2001                      $ 61,000    5.74%      $ 72,000    6.75%
                         2003                         5,000    5.02         10,000    5.39
                         2004                         5,000    6.10         10,000    5.18
                         2005                             -                 10,000    6.49
                         2008                             -                 15,000    5.07
                         2009                             -                 20,000    6.53
                         2010                             -                 21,000    6.11
                                                   --------               --------
           Total and weighted average rate         $ 71,000    5.71%      $158,000    6.27%
                                                   ========               ========
</TABLE>
                                       59
<PAGE>

       The  Company's  borrowings  from the FHLB at  September  30, 1999 were as
       follows:
<TABLE>
<CAPTION>
                                                   Conversion
                         Year                        option    Rate       Maturity    Rate
                         ----                        ------    ----       --------    ----
                                               (In thousands)           (In thousands)
<S>                      <C>                      <C>         <C>        <C>         <C>
                         2000                       $25,000    4.91%       $32,600    5.55%
                         2001                        25,000    4.98              -
                         2003                         5,000    5.02              -
                         2004                             -                 15,000    4.91
                         2008                             -                 20,000    5.08
                         2009                             -                 20,000    4.86
                                                    -------                -------
           Total and weighted average rate          $55,000    4.95%       $87,600    5.18%
                                                    =======                =======
</TABLE>
       As of September 30, 2000 the Company's  $2.9 million in other  borrowings
       are  short-term  borrowings  bearing  interest at 6.67% per annum.  These
       borrowings  mature  on  January  22,  2001  and  are   collateralized  by
       securities  of U. S.  government  agencies  having  a fair  value of $3.0
       million.


                                       60
<PAGE>

(9)    Income Taxes

       Income taxes for 2000, 1999 and 1998 consists of the following:

                                            Current     Deferred     Total
                                           --------    ---------    --------
                                                      (In thousands)
        Year ended September 30, 2000:
             Federal                        $1,943      $  (160)     $ 1,783
             State                             338          (27)         311
                                           --------    ---------    --------
                                            $2,281     $   (187)     $ 2,094
                                           ========    =========    ========
        Year ended September 30, 1999
             Federal                       $ 1,606     $    (33)     $ 1,573
             State                             181           (6)         175
                                           --------    ---------    --------
                                           $ 1,787     $    (39)     $ 1,748
                                           ========    =========    ========
        Year ended September 30, 1998:
             Federal                       $ 1,825     $   (782)     $ 1,043
             State                             190          (82)         108
                                           --------    ---------    --------
                                           $ 2,015     $   (864)     $ 1,151
                                           ========    =========    ========

       The tax effects of temporary  differences  that give rise to  significant
       portions of the deferred tax assets and deferred tax  liabilities  are as
       follows:
<TABLE>
<CAPTION>
                                                                                        September 30,
                                                                                   -------------------------
                                                                                     2000            1999
                                                                                   --------        ---------
                                                                                        (In thousands)
<S>                                                                               <C>              <C>
            Deferred tax assets:
               Loans receivable, due to allowance for loan losses, net              $ 1,252          $   992
               Pension asset                                                            202              202
                  Unrealized loss on investments available for sale                     735              725
                  Self-insurance reserve                                                299              322
               Other                                                                     46               85
                                                                                   ---------        ---------
                    Total deferred tax assets                                         2,534            2,326
               Less valuation allowance                                                   -                -
                                                                                   ---------        ---------
                    Net deferred tax assets                                           2,534            2,326
                                                                                   ---------        ---------
            Deferred tax liabilities:
               FHLB stock                                                              (432)            (433)
               Other                                                                    (76)             (64)
                                                                                   ---------        ---------
                    Total deferred tax liabilities                                     (508)            (497)
                                                                                   ---------        ---------
                    Net deferred tax assets                                         $ 2,026          $ 1,829
                                                                                   =========        =========
</TABLE>

       Net deferred tax assets are included in other assets in the  consolidated
       statements of financial condition.

                                       61
<PAGE>

       The Company's  effective rate on pretax income differs from the statutory
       Federal income tax rate as follows (dollars in thousand):

<TABLE>
<CAPTION>
                                                                         Year ended September 30,
                                                    ------------------------------------------------------------------
                                                      2000        %          1999         %           1998         %
                                                    -------    -----       -------     ------       ------       -----
<S>                                                <C>         <C>        <C>           <C>       <C>            <C>
      Tax provision at statutory rate                $2,018      34%        $1,702        34%       $1,202         34%
      Increase (decrease) in tax
        Resulting from:

           Tax-exempt interest, net of scaleback       (148)     (2)%          (70)       (1)%         (17)        (1%)

           State income taxes, net of Federal
           income tax benefit                           205       3%           116         2%           65          2%
           Other, net                                    19       -              -         -           (99)        (2%)
                                                    -------    -----       -------     ------       -------      -----
      Total                                          $2,094      35%        $1,748        35%       $1,151         33%
                                                    =======    =====       =======     ======       =======      =====
</TABLE>

       Until 1997, the Internal  Revenue Code (the "Code") allowed the Company a
       special bad debt  deduction  for  additions to bad debt  reserves for tax
       purposes.  Provisions in the Code  permitted the Company to determine its
       bad debt deduction by either the  experience  method or the percentage of
       taxable income  method.  The statutory  percentage  used to calculate bad
       debt  deductions by the percentage of taxable income method was 8% before
       such deduction.  The experience  method was calculated  using actual loss
       experience of the Company.

       The Small  Business Job Protection Act of 1996 repealed the percentage of
       taxable income method of accounting for bad debts for tax years beginning
       after  1995.  The  Company  switched to the  experience  method  above to
       compute its bad debt  deduction in 1997 and future years.  As a result of
       the change in the Code, the Company is required to recapture into taxable
       income the  portion of its bad debt  reserves  that  exceeds its bad debt
       reserves  calculated under the experience  method since 1987; a recapture
       of approximately $366,000 ratably over six years beginning in 1999.

       Retained  earnings at  September  30, 2000  includes  approximately  $5.8
       million  base  year,  tax basis bad debt  reserve  for which no  deferred
       Federal and state income tax liability  has been  accrued.  These amounts
       represent an allocation of income to bad debt deductions for tax purposes
       only.  Reduction of amounts so allocated for purposes  other than tax bad
       debt losses or adjustments arising from carryback of net operating losses
       would create income for tax purposes only,  which would be subject to the
       then current  corporate  income tax rate. The unrecorded  deferred income
       tax  liability  on the above  amounts was  approximately  $2.0 million at
       September 30, 2000.  Certain events,  as defined,  will still trigger the
       recapture of the base year  reserve.  The base year  reserves also remain
       subject to income tax  penalty  provisions  which,  in  general,  require
       recapture  upon certain  stock  redemptions  or excess  distributions  to
       stockholders.


(10)   Concentration of Credit Risk

       The Company  originates  real  estate,  consumer,  and  commercial  loans
       primarily in its Central Florida market area.  Although the Company has a
       diversified  loan  portfolio,  a  substantial  portion of its  borrowers'
       ability to honor their  contracts  depends on the economic  conditions of
       Central Florida.  The Company does not have a significant exposure to any
       individual customer or counterparty.

       The  Company  manages its credit  risk by  limiting  the total  amount of
       arrangements  outstanding  with individual  customers,  by monitoring the
       size  and  maturity  structure  of  the  loan  portfolio,   by  obtaining
       collateral based on management's credit assessment of the customers,  and
       by applying a uniform credit process for all credit exposures.

                                       62
<PAGE>

(11)   Regulatory Matters

       The  Bank  is  subject  to  various   regulatory   capital   requirements
       administered  by the federal  banking  agencies.  Failure to meet minimum
       capital  requirements  can  initiate  certain  mandatory  - and  possibly
       additional  discretionary  - actions by regulators  that, if  undertaken,
       could have a direct material effect on the Bank's  financial  statements.
       Under capital adequacy guidelines and the regulatory framework for prompt
       corrective  action,  the Bank must meet specific capital  guidelines that
       involve  quantitative  measures of the Bank's  assets,  liabilities,  and
       certain off-balance sheet items as calculated under regulatory accounting
       practices. The Bank's capital amounts and classification are also subject
       to  qualitative  judgments  by  the  regulators  about  components,  risk
       weightings, and other factors.

       Quantitative   measures  established  by  regulation  to  ensure  capital
       adequacy  require  the Bank to maintain  minimum  amounts and ratios (set
       forth in the table below) of risk-based and Tier I capital (as defined in
       the regulations) to risk-weighted assets (as defined).

       As of June 1999, the most recent  notification  from the OTS  categorized
       the Bank as "well capitalized" under the regulatory  framework for prompt
       corrective action. To be categorized as "well capitalized," the Bank must
       maintain minimum total risk-based, Tier I risk-based, and Tier I leverage
       ratios as set forth in the table. There are no conditions or events since
       that  notification  that  management  believes  have  changed  the Bank's
       category.

       The Bank's actual capital amounts and ratios are as follows:
<TABLE>
<CAPTION>
                                                                     September 30, 2000
                                             -------------------------------------------------------------------
                                                                                           "Well capitalized"
                                                                      For capital             under prompt
                                                                        adequacy           Corrective action
                                                   Actual               purpose                provisions
                                             -------------------  ---------------------  ----------------------
                                             Amount      Ratio       Amount      Ratio       Amount       Ratio
                                             ------      -----       ------      -----       ------       -----
                                                                   (Dollars in thousands)
<S>                                       <C>          <C>       <C>           <C>        <C>           <C>
                Risk-based capital
                  (to risk-weighted         $ 56,470     15.5%     $  29,158     8.0%       $ 36,448      10.0%
                  assets)
                Tier I capital (to risk-
                  weighted assets)          $ 53,149     14.6%     $  14,579     4.0%       $ 21,869      6.0%
                Tier I capital
                  (to average assets)       $ 53,149      9.7%     $  21,844     4.0%       $ 27,305      5.0%
</TABLE>

<TABLE>
<CAPTION>
                                                                     September 30, 1999
                                             -------------------------------------------------------------------
                                                                                           "Well capitalized"
                                                                      For capital             under prompt
                                                                        adequacy           Corrective action
                                                   Actual               purpose                Provisions
                                             -------------------  ---------------------  ----------------------
                                             Amount      Ratio       Amount      Ratio       Amount       Ratio
                                             ------      -----       ------      -----       ------       -----
                                                                   (Dollars in thousands)
<S>                                       <C>          <C>        <C>          <C>        <C>           <C>
                Risk-based capital
                  (to risk-weighted         $ 52,713     17.2%      $ 24,471     8.0%       $ 30,589      10.0%
                  assets)
                Tier I capital (to risk-
                  weighted assets)          $ 49,772     16.3%      $ 12,237     4.0%       $ 18,353      6.0%
                Tier I capital
                  (to average assets)       $ 49,772     11.1%      $ 18,000     4.0%       $ 22,500      5.0%
</TABLE>

                                       63
<PAGE>

       Capital  at  September  30,  2000 for  consolidated  financial  statement
       purposes  differs  from the  Tier I  capital  amount  by  $(1.2)  million
       representing the exclusion of unrealized losses on investments  available
       for sale and $9.2 million of capital  maintained  by the  Bancorp.  Total
       risk-based  capital differs from Tier I capital by the allowance for loan
       losses.

       Capital  at  September  30,  1999 for  consolidated  financial  statement
       purposes  differs  from the  Tier I  capital  amount  by  $(1.2)  million
       representing the exclusion of unrealized losses on investments  available
       for sale and $12.8 million of capital  maintained  by the Bancorp.  Total
       risk-based  capital differs from Tier I capital by the allowance for loan
       losses.

       The payment of dividends by the Bank to the Company are  restricted.  OTS
       regulations  impose  limitations on all capital  distributions by savings
       institutions.  Capital distributions include cash dividends,  payments to
       repurchase or otherwise acquire the institution's capital stock, payments
       to  stockholders  of another  institution in a cash-out  merger and other
       distributions  charged against capital.  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.  Savings institutions are not required to
       file an  application  for permission to make a capital  distribution  and
       need only file a notice if the following conditions are met: (1) they are
       eligible for expedited  treatment under OTS  regulations,  (2) they would
       remain  adequately  capitalized  after the  distribution,  (3) the annual
       amount of capital  distribution  does not exceed net income for that year
       to date added to retained net income for the two preceding years, and (4)
       the capital distribution would not violate any agreements between the OTS
       and the savings  institution or any OTS regulations.  Any other situation
       would require an application to the OTS.

(12)   Sale of Branches

       On October  29,  1997,  the Company  entered  into an  agreement  to sell
       substantially  all of the loans,  with a majority  of the loans sold on a
       servicing-released  basis,  and certain  liabilities  (primarily  deposit
       liabilities) of the branches located in north Florida.  The sale included
       loans at 80% of the deposit liability.  The remaining 20% of the sale was
       funded with cash. The transaction was completed  January 30, 1998. Assets
       of  approximately  $52.5  million,  including  loans  of  $44.6  million,
       property  and  equipment  of  $705,000,   cash  of  $10.1  million,   and
       liabilities  consisting  primarily of deposit  accounts of $55.5 million,
       were sold for a gain of  approximately  $3.0  million.  The  assets  sold
       included the  branches,  except for two branches  that were closed by the
       Company  because the Company is  precluded  from  conducting  any further
       business at those locations.  The two branches were  subsequently sold to
       third parties during the year ended September 30, 1999.

(13)   Benefit Plans

       Director  Retirement  Plan. On September 28, 1998, the Board of Directors
       approved a non-qualified  Director  Retirement Plan ("Retirement  Plan").
       The Retirement  Plan will pay all Directors that have served on the board
       at least ten years,  an amount  equal to the regular  board fee as of the
       date of the  directors  retirement  (currently  $1,000 per month) for 120
       months beginning at the end of their final three-year term. If a Director
       dies prior to  retirement  or prior to receipt  of all  monthly  payments
       under the plan, the Company has no further  financial  obligations to the
       Director or his or her estate.  For the year ended September 30, 2000 the
       Company  recognized  a net  reduction  in expense  of $34,000  related to
       adjusting the remaining liability after the death of a director.  For the
       years ended September 30, 1999 and 1998, the Company  recognized costs of
       $37,000 and $410,000  related to this  Retirement  Plan. The amounts were
       determined by discounting  the anticipated  cash flow required,  based on
       the  years  of  service   rendered   by  each   covered   director.   The
       weighted-average discount rate used to measure the expense was 5.50%. The
       1998 expense is a component of other  compensation and employee  benefits
       expense in the consolidated statements of earnings.

                                       64
<PAGE>

       Pension Plan. The Company had a  noncontributory  defined benefit pension
       plan  ("Plan") that covered  substantially  all employees who met minimum
       service  requirements.  The benefit  formula of the Plan generally  based
       payments  to  retired  employees  upon  their  length  of  service  and a
       percentage  of  qualifying   compensation   during  the  final  years  of
       employment.

       On September 28, 1998,  the  Board  of Directors  froze benefit  accruals
       for the Plan  effective  November 3, 1998  and  directed  the  Company to
       allocate  to each  eligible  participant  the  full   present   value  of
       accrued  benefits  based  on  the  Plan   liquidation   guidelines,    as
       prescribed by the Internal  Revenue Code.  The  present  value of benefit
       obligations at September 30, 1998  was  approximately  $5.7  million  and
       the plan assets at fair  value  were  approximately  $4.0 million.  As  a
       result,   the   Company   recognized   other  compensation  and  employee
       benefits expense of $1.7 million for 1998 as  an  actuarial  estimate  of
       benefits  payable  upon  liquidation,  and  the  related  liability  is a
       component   of   other   liabilities   on   the  statement  of  financial
       condition.

       The Company  terminated  the Plan on April 14, 1999 by  distributing  the
       participants  their full present value of accrued  benefits  based on the
       Plan liquidation guidelines,  as prescribed by the Internal Revenue Code.
       The Company  funded $1.3 million to the Plan,  which when  combined  with
       other  Plan  assets,  provided  sufficient  assets  to  distribute  to or
       purchase  annuities for Plan participants to satisfy the present value of
       the calculated benefit obligations.


       Pension  cost for the year ended  September  30,  1998  consisted  of the
       following (in thousands):

            Service cost - benefits earned during the period       $ 207
            Interest cost                                            304
            Actual return on assets held in plan                    (580)
            Net amortization and deferral                            335
                                                                   -----
            Net periodic pension cost                              $ 266
                                                                   =====

       The  weighted-average  discount  rate used to measure  projected  benefit
       obligations was approximately 6.0% at September 30, 1998 and the expected
       long-term rate of return on assets was  approximately  6.5% for September
       30, 1998.

       Employee Stock  Ownership  Plan.  The Company  sponsors an employee stock
       ownership  plan  ("ESOP").  The ESOP covers  eligible  employees who have
       completed twelve months of continuous  employment with the Company during
       which they worked at least 1,000 hours and who have  attained  the age of
       21. As part of the  Reorganization  in April 1999, the ESOP borrowed $2.2
       million from the Company to purchase  216,308  shares of the common stock
       of the Company. Since the ESOP is internally leveraged,  the Company does
       not  report  the loan  receivable  from the ESOP as an asset and does not
       report  the loan  payable  from the ESOP as a  liability.  The  Company's
       accounting for its ESOP is in accordance with AICPA Statement of Position
       93-6,  Employers  Accounting for Employee Stock  Ownership  Plans,  which
       requires the Company to recognize  compensation expense equal to the fair
       value of the  ESOP  shares  during  the  periods  in  which  they  became
       committed to be  released.  As shares are  committed to be released,  the
       shares become  outstanding  for earnings per share  computations.  To the
       extent  that the fair value of the ESOP shares  differs  from the cost of
       such shares,  this  differential will be charged or credited to equity as
       additional  paid-in  capital.  Management  expects the recorded amount of
       expense  to  fluctuate  as  continuing  adjustments  are made to  reflect
       changes in the fair value of the ESOP shares.  As of  September  30, 2000
       and 1999, 32,400 and 32,500 shares had been committed for release and the
       Company  recorded  compensation  and employee benefit expense of $284,000
       and  $286,000  for  the  years  ended   September   30,  2000  and  1999,
       respectively, relating to the ESOP.

                                       65
<PAGE>

       Dividends  paid by the Company that relate to  unallocated  shares of the
       ESOP are used to make  payments  on the ESOP loan.  As of  September  30,
       2000, the fair value of the 183,080  unallocated  shares held by the ESOP
       was $2.2 million.

       401(K) Retirement Plan.  Effective January 1, 1999, the Company adopted a
       qualified  defined  contribution plan with 401(k) provisions for eligible
       employees.  Subject  to  certain  restrictions,  eligible  employees  may
       voluntarily  contribute  up to 15% of their annual  compensation  and the
       Company   may   authorize   discretionary   contributions   to   eligible
       participants.  During  fiscal years 2000 and 1999 the Company  approved a
       maximum Company match of 50% on eligible  contributions  for the first 6%
       of participant  compensation.  For the years ended September 30, 2000 and
       1999  the  Company  recognized  $94,000  and  $65,000,  respectively,  of
       employee benefits expense for the Company's  matching  contribution under
       the plan.

       Supplemental  Executive  Retirement Plan ("SERP").  Effective  January 1,
       1999, the Company  adopted a nonqualified  defined  contribution  plan to
       provide supplemental  retirement benefits for certain executive officers.
       The SERP will  provide  benefits  at age 65 that would be  comparable  to
       approximately  83% of the  benefits  that  would have  accrued  under the
       terminated  pension  plan  after  age  65.  If a  participant  terminates
       employment prior to age 65, then the target  retirement  benefits will be
       reduced.  For the years  ended  September  30,  2000 and 1999 the Company
       recognized  $130,000  and  $94,000,  respectively,  of employee  benefits
       expense related to the SERP.

(14)   Stock-Based Compensation Plans

       The  Company  follows the  provisions  of SFAS No.  123,  Accounting  for
       Stock-Based   Compensation.   SFAS  No.  123   applies   to   stock-based
       compensation  under the  Company's  incentive  Stock Option Plan ("Option
       Plan") and under the Company's  Restricted  Stock Plan ("RSP")  discussed
       below.  As allowed by SFAS No. 123,  the  Company  elected to continue to
       measure  compensation cost for the options or shares granted under either
       plan  using the  intrinsic  value  method  of  accounting  prescribed  by
       Accounting  Principles Board Opinion No. 25,  Accounting for Stock Issued
       to Employees.  SFAS No. 123 does not apply to the ESOP  discussed in Note
       13.

       Restricted Stock Plan. On October 19, 1999 the Company  adopted,  and the
       stockholders  approved,  a RSP for  directors  and officers to enable the
       Bank to attract and retain experienced and qualified personnel. Under the
       RSP, directors and officers of the Company were awarded 108,154 shares of
       the Company's stock.  Restricted  shares are earned at a rate of 20% each
       year of  continued  service  to the  Company.  In the  event  of death or
       disability  of a  participant,  all shares  awarded  to that  participant
       become  immediately  vested.  The fair  value of the shares  awarded  was
       $919,000,  using the market  closing price of $8.50 on the date of grant.
       This amount is being  amortized over a five-year  period to  compensation
       and employee  benefits  expense,  commencing  October 1, 1999. All shares
       awarded under the RSP are considered as shares  outstanding  for purposes
       of calculating earnings per share.

       The shares  earned  under this plan are  entitled to all voting and other
       stockholder  rights,  except that, while  restricted,  the shares must be
       held in escrow and cannot be sold,  pledged or  otherwise  conveyed.  The
       Company  plans to  acquire  the  necessary  shares  through  open  market
       purchases. During the year, the RSP purchased 57,879 shares at an average
       price of $7.76 per share. Upon the death of a participant during the year
       ended September 30, 2000,  4,635 shares were distributed from the RSP. At
       September  30,  2000 the plan held 53,244  shares at an average  price of
       $7.76 per share.

                                       66
<PAGE>

       Stock  Option  Plan.  The  Company  has a Stock  Option  Plan under which
       270,385 common shares are authorized to be granted to directors, officers
       and  employees  of the Bank.  Shares  granted  under the Option  Plan are
       exercisable  at the  market  price at the date of the  grant.  The  stock
       options granted to directors, officers and employees upon approval of the
       plan by  stockholders  on October  19,  1999 vest 20% per year,  with the
       first installment  becoming exercisable one year after the date of grant.
       Incentive  options  expire at the  earlier  of ten years from the date of
       grant  or  three  months  following  the  date  an  officer  or  employee
       terminates the employment  relationship for reasons other than disability
       (options expire in one year after disability) or death (options expire in
       two year after death).  Non-incentive  options  expire ten years from the
       date of grant.  All options are immediately  vested in the event of death
       or disability.

       During the year ended September 30, 2000,  options were granted under the
       Option Plan providing the participants  with the right to acquire 270,385
       shares of  Company  stock.  SFAS No.  123  requires  pro forma fair value
       disclosures if the intrinsic value method is being utilized.  In order to
       calculate  the  fair  value  of the  options,  it was  assumed  that  the
       risk-free interest rate was 7.0% for each period, an annualized  dividend
       of  approximately  1.5%  would  apply  over the  exercise  period and the
       expected  life of the options  would be the entire  exercise  period.  No
       volatility   assumption   was   utilized.   For  purposes  of  pro  forma
       disclosures,  the  estimated  fair value was  included  in expense in the
       period  vesting  occurs,  using  September  30, 2000 as the first vesting
       period.  The pro forma  information has been determined as if the Company
       had  accounted  for its stock options under the fair value method of SFAS
       No. 123 and is as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
<S>                                                                                           <C>
        Weighted average grant-date fair value of options issued during the year               $16.07
        Pro forma net income                                                                   $3,399
        Pro forma basic earnings per share                                                     $  .65
</TABLE>


       Substantially  all stock  options were granted on October 19, 1999 at the
       fair  market  value of  $8.50.  The  following  is a  summary  of  option
       transactions:
<TABLE>
<CAPTION>
                                                                Range of Per Share     Weighted Average
                                           Number of Shares        Option Price         Per Share Price
                                           ----------------        ------------         ---------------
<S>                                           <C>                 <C>                     <C>
        Granted during the year                 270,385             $8.13-$8.50             $8.49
        Forfeited during the year                (2,000)              8.50                   8.50
                                                -------
        Outstanding, September 30, 2000         268,385               8.49                   8.49
                                                =======
</TABLE>

       The  weighted  average  remaining  contractual  life  of the  outstanding
       options at September 30, 2000 was 9.1 years.  The outstanding  options at
       September 30, 2000 were exercisable as follows:

                    Number of     Weighted Average    Weighted Average Remaining
    Year Ending      Shares     Exercise Price           Contractual Life
    -----------      ------     --------------           ----------------
      2001           61,417         $8.49                      9.0
      2002           51,742          8.49                      8.0
      2003           51,742          8.49                      7.0
      2004           51,742          8.49                      6.0
      2005           51,742          8.49                      5.0
                     ------
      Total         268,385          8.49
                    =======

                                       67
<PAGE>

(15)   Conversion from Mutual Holding Company to Full Stock Company (Unaudited)

       On July 21, 2000, the Board of Directors of the Company,  the MHC and the
       Bank adopted  plans of merger and  conversion  ("Conversion")  to convert
       from a federally  chartered  mutual holding  company to a state chartered
       capital stock holding  company known as  FloridaFirst  Bancorp,  Inc. The
       Conversion  will be accounted  for as a change in corporate  form with no
       resulting  change  in  the  historical  basis  of the  Company's  assets,
       liabilities  and equity.  The  Conversion was  successfully  completed on
       December  21,   2000.   As  a  result  of  the   successful   conversion,
       approximately  $30.5  million  will be added to  stockholders'  equity in
       December 2000.

       At the time of the Conversion, the Bank established a liquidation account
       in an  amount  equal to its  equity  as  reflected  in the  statement  of
       financial  condition  used  in  the  final  Conversion  prospectus.   The
       liquidation  account  will be  maintained  for the  benefit  of  eligible
       account holders and supplemental eligible account holders who continue to
       maintain their accounts at the Bank after the Conversion. The liquidation
       account  will be  reduced  annually,  to the  extent  that  eligible  and
       supplemental  eligible  account  holders  have reduced  their  qualifying
       deposits as of each anniversary  date.  Subsequent  increases in balances
       will not restore an eligible or supplemental  eligible  account  holder's
       interest  in  the  liquidation  account.  In  the  event  of  a  complete
       liquidation of the Bank, each eligible and supplemental  eligible account
       holder will be entitled to receive a  distribution  from the  liquidation
       account in an amount  proportionate  to the current  adjusted  qualifying
       balances for accounts then held.

       Subsequent  to the  Conversion,  the  Bank  may not  declare  or pay cash
       dividends on its shares of common stock if the effect thereof would cause
       equity to be reduced  below  applicable  regulatory  capital  maintenance
       requirements or if such  declaration and payment would otherwise  violate
       regulatory requirements.

(16)   Fair Values of Financial Instruments

       Fair value estimates, methods and assumptions are set forth below for the
       Company's financial instruments at September 30, 2000 and 1999.

       Cash  and  cash  equivalents:  The  carrying  amount  of  cash  and  cash
       equivalents    (demand   deposits   maintained   at   various   financial
       institutions) represents fair value.

       Investments: The Company's investment securities represent investments in
       U.S.  government  agency  obligations,  CMOs,  MBS,  corporate  bonds and
       municipal bonds. The fair value of these  investments was estimated based
       on  quoted  market  prices or bid  quotations  received  from  securities
       dealers.

       FHLB stock: The FHLB stock is not publicly traded and the carrying amount
       was used to estimate the fair value.

       Loans: Fair values are estimated for the Company's  portfolio of loans by
       grouping  loans with similar  financial  characteristics.  The loans have
       been  segregated by type,  such as fixed and variable rate first mortgage
       loans  and  other  loans.  The  fair  value  of  loans  is  estimated  by
       discounting  the future cash flows using  current  rates at which similar
       loans would be made to  borrowers  with  similar  credit  ratings and for
       similar maturities.

                                       68

<PAGE>

       Deposit  liabilities:  The fair value of deposits with no stated maturity
       (i.e.,  interest and  noninterest-bearing  checking  accounts and savings
       accounts)  is equal to the amount  payable as of year end. The fair value
       of  certificates  of  deposit  is  based  on  the  discounted   value  of
       contractual  cash flows.  The discount rate is estimated  using the rates
       currently  offered by the  Company  for  deposits  of  similar  remaining
       maturities.


       FHLB advances and other  borrowings:  The fair value of FHLB advances and
       other  borrowings are based on the discounted  value of contractual  cash
       flows.  The discount rate is estimated using the rates currently  offered
       by creditors for advances of similar remaining maturities.


       Commitments:  The  Company  makes  commitments  in the  normal  course of
       business to originate  loans.  All such  commitments  are for  relatively
       short periods of time, so the market value of the loans on the commitment
       date and origination or delivery date are seldom materially different.


       The estimated fair values of the Company's  financial  instruments are as
       follows:

                                                           September 30, 2000
                                                        ------------------------
                                                         Carrying    Estimated
                                                          amount     Fair value
                                                        ---------   ------------
                                                            (In thousands)
       Financial assets:
          Cash and cash equivalents                     $   6,734      $  6,734
          Investments available for sale                   96,661         96,661
          Investment securities held to maturity            9,687         9,391
          Federal Home Loan Bank stock                      7,925         7,925
          Loans (carrying amount net of
             allowance for loan losses of $3,321)         440,386       433,631
                                                        =========      ========
       Financial liabilities:
          Deposits:
             Without stated maturities                   $101,244      $101,244
             With stated maturities                       253,310       251,196
          Federal Home Loan Bank advances                 158,000       157,537
          Other borrowings                                  2,937         2,937
                                                        =========      ========
       Commitments:
          Loan commitments                                      -      $    886
                                                        =========      ========

                                       69
<PAGE>

                                                        September 30, 1999
                                                     ------------------------
                                                      Carrying      Estimated
                                                       Amount      Fair value
                                                     ----------    ----------
                                                           (In thousands)
     Financial assets:
        Cash and cash equivalents                     $  2,598       $  2,598
        Investments available for sale                  68,152         68,152
        Investment securities held to maturity          12,724         12,479
        Federal Home Loan Bank stock                     4,475          4,475
        Loans (carrying amount net of
           allowance for loan losses of $2,941)        397,910        399,914
                                                      ========       ========
     Financial liabilities:
        Deposits:
           Without stated maturities                  $ 97,406       $ 97,406
           With stated maturities                      241,818        241,475
          Federal Home Loan Bank advances               87,600         86,873
          Other borrowings                               4,872          4,872
                                                      ========       ========
     Commitments:
        Loan commitments                                     -       $  2,300
                                                      ========       ========

(17)   Commitments and Contingencies

       In the ordinary course of business,  the Company has various  outstanding
       commitments  and  contingent  liabilities  that are not  reflected in the
       accompanying  financial  statements.   In  addition,  the  Company  is  a
       defendant  in certain  claims and legal  actions  arising in the ordinary
       course of business. In the opinion of management, after consultation with
       legal counsel,  the ultimate disposition of these matters is not expected
       to have a material  adverse effect on the financial  condition or results
       of operations of the Company.

                                       70

<PAGE>

(18)   Parent Company Only Financial Statements

       Condensed financial statements of FloridaFirst Bancorp are as follows (in
       thousands):

       Condensed Statements of Financial Condition
<TABLE>
<CAPTION>
                                                                               September 30,
                                                                       ---------------------------
       Assets                                                               2000              1999
                                                                            ----              ----
<S>                                                                  <C>                <C>
       Cash and cash equivalents                                       $      50          $     50
       Loan receivable from subsidiary                                     4,948            10,756
       Investments available for sale                                      2,263
       Investment in subsidiary                                           51,918            48,535
       ESOP loan receivable                                                1,838             2,163
       Other assets                                                           64
                                                                       ---------          --------
         Total assets                                                  $  61,081          $ 61,504
                                                                       =========          ========

       Liabilities and Stockholders' Equity
       Dividends payable                                                                  $    107
       Accrued income taxes                                                                     60
                                                                                          --------
         Total liabilities                                                                     167
                                                                                          --------
       Stockholders' equity                                               61,081            61,337
                                                                       ---------          --------
         Total liabilities and stockholders' equity                    $  61,081          $ 61,504
                                                                       =========          ========
</TABLE>
<TABLE>
<CAPTION>
                                                                        Year ended September 30,
                                                                        -------------------------
       Condensed Statements of Earnings                                     2000             1999
       --------------------------------                                     ----             ----
<S>                                                                    <C>
       Interest income:
       Interest on Securities                                           $    135
       Loan to ESOP                                                          152         $     57
       Loan to subsidiary                                                    348              169
                                                                       ---------         --------
         Total income                                                        635              226
                                                                       ---------         --------
       Operating expenses                                                    102               57
                                                                       ---------         --------
       Income before income taxes and equity
         in undistributed earnings of subsidiary                             533              169
       Income taxes                                                          191               60
                                                                       ---------         --------
       Income before equity in undistributed earnings of subsidiary          342              109
       Equity in undistributed earnings of subsidiary                      3,500            3,148
                                                                       ---------         --------
       Net income                                                      $   3,842         $  3,257
                                                                       =========         ========
</TABLE>

                                       71
<PAGE>

<TABLE>
<CAPTION>
                                                                                Year ended September 30,
      Condensed Statements of Cash Flows                                           2000           1999
      ----------------------------------                                         -------         ------
<S>                                                                            <C>            <C>
      Cash flows from operating activities:
      Net income                                                                 $ 3,842        $  3,257
         Adjustments  to reconcile  net income to net cash provided by
          operating activities:
                 Equity in undistributed earnings of subsidiary                   (3,500)         (3,148)
                 Increase (decrease) in other - net                                 (126)             60
                                                                                 -------        --------
                    Net cash provided by operating activities                        216             169
                                                                                 -------        --------
      Cash flows from investing activities:
         Capital contribution to subsidiary                                            -         (12,900)
         Purchase of investment securities                                        (2,263)
         Repayment (issuance) of ESOP loan receivable                                325          (2,163)
         Repayment (issuance) of loan receivable from subsidiary                   5,808         (10,756)
                                                                                 -------        --------
                    Net cash provided by (used in) investing activities            3,870         (25,819)
                                                                                 -------        --------
      Cash flows from financing activities:
           Payments to acquire treasury stock                                     (3,606)              -
           Dividends paid                                                          ( 480)              -
           Net proceeds from stock offering                                            -          25,700
                                                                                 -------        --------
                     Net cash provided by (used in) financing activities          (4,086)         25,700
                                                                                 -------        --------
      Increase in cash                                                                 -              50
      Cash at beginning of year                                                       50               -
                                                                                 -------        --------
      Cash at end of year                                                        $    50        $     50
                                                                                 =======        ========
      Supplemental disclosure of non-cash information:
      Transfer of investment in subsidiary upon creation of holding company                     $ 36,107
                                                                                                ========
      Declaration of dividends payable                                                          $    107
                                                                                                ========
</TABLE>

The Company's  ability to pay dividends to  stockholders  is dependent  upon the
dividends the Company  receives from the Bank. The Bank may not declare or pay a
cash dividend on any of its stock if the effect of the declaration or payment of
dividends would cause the Bank's regulatory  capital to be reduced below (1) the
amount required for the liquidation  account  established in connection with the
Conversion, or (2) the regulatory capital requirements imposed by the OTS.

                                       72
<PAGE>

(19)   Quarterly Financial Data (Unaudited)

       Unaudited quarterly financial data (in thousands except share data) is as
       follows:
<TABLE>
<CAPTION>
                                 Year ended September 30, 2000            Year ended September 30, 1999
                              -------------------------------------   --------------------------------------
                               First    Second     Third    Fourth     First    Second     Third    Fourth
                              Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter   Quarter
                              -------   -------   -------   -------   -------   -------   -------   -------

<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Interest income ...........   $ 9,151   $ 9,741   $10,271   $10,677   $ 7,834   $ 7,955   $ 8,213   $ 8,646
Interest expense ..........     5,034     5,574     6,212     6,755     4,283     4,216     4,099     4,530
                              -------   -------   -------   -------   -------   -------   -------   -------
Net interest income .......     4,117     4,167     4,059     3,922     3,551     3,739     4,114     4,116
Provision for loan losses .       120       150       180       180       150       150       120       120
                              -------   -------   -------   -------   -------   -------   -------   -------
Net interest income after
  provision for loan losses     3,997     4,017     3,879     3,742     3,401     3,589     3,994     3,996
                              -------   -------   -------   -------   -------   -------   -------   -------
Non-interest income .......       446       504       523       641       321       464       351       337
Non-interest expense ......     3,039     3,052     2,904     2,818     2,700     2,871     2,939     2,938
                              -------   -------   -------   -------   -------   -------   -------   -------
Income before taxes .......     1,404     1,469     1,498     1,565     1,022     1,182     1,406     1,395
Provision for income taxes        494       517       530       553       379       434       466       469
                              -------   -------   -------   -------   -------   -------   -------   -------
Net income ................   $   910   $   952   $   968   $ 1,012   $   643   $   748   $   940   $   926
                              =======   =======   =======   =======   =======   =======   =======   =======
Basic earnings per share ..   $   .17   $   .18   $   .19   $   .19                       $   .17   $   .17
                              =======   =======   =======   =======                       =======   =======
Diluted earnings per share    $   .16   $   .18   $   .19   $   .19                       $   .17   $   .17
                              =======   =======   =======   =======                       =======   =======
</TABLE>

                                       73

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
FloridaFirst Bancorp:


We have audited the accompanying  consolidated statements of financial condition
of FloridaFirst  Bancorp and subsidiary (the Company),  as of September 30, 2000
and 1999,  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, 2000. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of FloridaFirst Bancorp
and  subsidiary  at  September  30,  2000 and  1999,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended  September 30, 2000 in conformity  with  accounting  principles  generally
accepted in the United States of America.


/s/KPMG LLP

Tampa, Florida
November 3, 2000, except for
    Note 15 which is as of December 21,2000.


                                       74
<PAGE>



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

         Not applicable.



                                    PART III

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

Section 16(a) Beneficial ownership Reporting Compliance

The Common Stock of the Company is  registered  pursuant to Section 12(g) of the
Securities and Exchange Act of 1934. The executive officers and directors of the
Company  and  beneficial  owners of greater  than 10% of the Common  Stock ("10%
beneficial  owners")  are  required to file reports on Forms 3, 4 and 5 with the
Securities and Exchange Commission disclosing changes in beneficial ownership of
the Common Stock. Based solely on the Company's review of Forms 3, 4 and 5 filed
by officers,  directors and 10% beneficial  owners of Common Stock, no executive
officer,  director or 10%  beneficial  owner of Common Stock failed to file such
ownership  reports on a timely basis during the fiscal year ended  September 30,
2000.

Directors and Executive Officers

Board of Directors

Nis H. Nissen,  III, 59,  became  Chairman of the Board in January  2000,  after
serving as a Director of  FloridaFirst  Bank since 1996. Mr. Nissen is President
and Chief  Executive  Officer of Nissen  Advertising,  Inc., an advertising  and
public  relations firm located in Lakeland,  Florida that he has been affiliated
with since  1971.  He also is a member of the  Rotary  Club,  a Director  of the
Central Florida Speech & Hearing  Center,  a Director of  Crimestoppers  of Polk
County, Vice Chairman of the Public Information Committee,  Community Foundation
of  Lakeland,  a  member  of the  Fine  Arts  Council  of the  Florida  Southern
Foundation  of  Lakeland,  and a member of the  Board of  Governors  of  Florida
Southern College.

Gregory C. Wilkes,  52, has been  FloridaFirst  Bank's  President,  Director and
Chief  Executive  Officer since 1995. From 1990 to 1995, Mr. Wilkes was employed
by Home Federal  Savings Bank in Rome,  Georgia,  where he served as  President,
Director and Chief  Executive  Officer.  He currently  serves as the Chairman of
Lakeland  Chamber of Commerce and also serves as a board member for the Lakeland
Chamber of Commerce, Lakeland Rotary Club, Polk Theatre, the YMCA, the Salvation
Army,  the  Florida  Southern  College  President's  Council,  and the  Lakeland
Regional Hospital  Foundation.  In addition,  Mr. Wilkes is the elected director
from the State of Florida for the Federal Home Loan Bank of Atlanta, a member of
the board of the Florida  Bankers  Association and a board and faculty member of
the Florida School of Banking.

Llewellyn N. Belcourt,  69, has been a Director of FloridaFirst Bank since 1989.
Mr. Belcourt is a shareholder, Director and Vice President of Carter, Belcourt &
Atkinson, P.A., an accounting firm located in Lakeland, Florida. He is Treasurer
and a Board member of the Community  Foundation of Greater  Lakeland and Finance
Committee  Chairman and a Board member of the Lakeland  Regional  Medical Center
Foundation.

J. Larry  Durrence,  61, was elected a Director of the Bank on January 28, 2000.
Dr.  Durrence is  President  of Polk  Community  College  with  campuses in Polk
County,  Florida.  He is  active  with  the  United  Way,  Polk  Museum  of Art,
Volunteers in Service to the Elderly,  Polk  Economic  Education  Council,  Polk
Leadership & Learning  Academy,  Polk County Workforce  Development  Board, Polk
County  Career/Technical  Education  Task  Force,  AACC  Commission  on Economic
Workforce Development,  and Heart Fund Walk.

                                       75
<PAGE>

Stephen  A.  Moore,  Jr.,  58, has been a Director  of  FloridaFirst  Bank since
February  1998.  Mr. Moore is President,  Director and majority  stockholder  of
Moore Business Service,  Inc., an accounting firm located in Lakeland,  Florida.
He has been with Moore  Business  Service,  Inc. since 1974. Mr. Moore is also a
member of the  Lakeland  Rotary  Club,  a Director  and  officer of the  Central
Florida  Speech &  Hearing  Center,  and a Board  member  of the Polk  Community
College Foundation.

G. F. Zimmermann,  III, 56, has been a Director of FloridaFirst Bank since 1993.
Mr. Zimmermann is President and majority  stockholder of Zimmermann  Associates,
Inc., a building  design firm located in  Lakeland,  Florida,  which he has been
with since 1974. He has been active with the Salvation Army, the Kiwanis Club of
Lakeland,  the Lakeland Kiwanis Foundation and the Chamber of Commerce.  He also
has served as a member of the Habitat for Humanity Board of Directors,  the City
of Lakeland Civil Service Board,  the Pension Board,  the Arbitration  Board and
the Lakeland Regional Medical Center Community Board.

Executive Officers Who Are Not Directors

Don A. Burdett,  54, joined FloridaFirst Bank as Senior Vice President of Retail
Banking in November 1998. Prior to joining FloridaFirst Bank, Mr. Burdett served
as a market  executive  and held various sales  management  positions at Barnett
Bank from 1979 to 1998.  Mr.  Burdett has  completed  various  graduate  banking
programs  during his career.  Mr. Burdett has held  leadership  positions in the
Clearwater Chamber of Commerce,  Suncoast Junior Achievement,  Eastlake Optimist
and has  participated  in both the Leadership  Manatee and  Leadership  Lakeland
Programs.

Kerry P.  Charlet,  47,  has been  Chief  Financial  and  Operations  Officer of
FloridaFirst  Bank since March 1998.  Prior to joining  FloridaFirst  Bank,  Mr.
Charlet  served in various  positions  from 1986 to 1994 at Florida  Bank,  FSB,
including  Executive Vice  President and Chief  Financial  Officer.  He was also
employed by AmSouth Bank of Florida from 1995 to 1998, where he served as Senior
Vice President and Chief  Financial  Officer.  Mr. Charlet has also served as an
officer  and  committee  chairman  for the Gator Bowl  Association,  Chairman of
Payment  Systems  Network,  and  president  and board  member of  various  youth
basketball organizations.

William H. Cloyd, 43, has been Chief Lending Officer of FloridaFirst  Bank since
January 1998. Previously,  Mr. Cloyd was Senior Vice President of Sun Trust Bank
Mid-Florida,  N.A. He has also been active  with the United  Way,  the  Lakeland
North Rotary Club, the Lakeland Chamber of Commerce,  and has served as Chairman
of the Lakeland Downtown Development Authority.

Marion L. Moore,  60, serves as Senior Vice President of Deposit  Administration
for FloridaFirst Bank and Mr. Moore has been employed at FloridaFirst Bank since
1984.  He has also been active with the Rotary Club,  the Boy Scouts of America,
the Lakeland Chamber of Commerce and the Winter Haven Chamber of Commerce.

                                       76

<PAGE>

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

Director Compensation

During  2000 each  director  was paid a fee of  $1,000  for each  board  meeting
attended  and each  director  emeritus  was paid  $667 per  board  meeting.  The
chairman of the board receives an additional  $1,500 fee for each board meeting.
Each non-management  director was paid $200 for each committee meeting attended.
The total fees paid to the directors for the year ended  September 30, 2000 were
approximately $156,300.

In addition, the Bank has adopted a Directors Consultant and Retirement Plan for
all  directors  following  retirement  and  completion  of at  least 10 years of
service. If a director agrees to become a consulting director to our board after
retirement,  he or she will receive a monthly  payment equal to the Board fee in
effect at the date of retirement,  currently  $1,000 per month,  for a period of
120 months.  Benefits under such plan will begin after a director's  retirement.
If there is a change in control, all directors will be presumed to have not less
than 10 years of service and each director will receive a lump sum payment equal
to the present value of future benefits payable. During fiscal 2000, $18,000 was
paid to former directors under the plan.

On October 19, 1999 under the stock option plan and the  restricted  stock plan,
each director was awarded stock options and restricted stock plan shares.  Under
the stock option plan,  each director was granted  options to purchase shares of
common stock at $8.50 per share.  Under the restricted stock plan, each director
was awarded  shares of common  stock.  Option shares and  restricted  stock plan
shares are  exercisable  at the rate of 20% per year  commencing  on October 19,
2000.  Under the option plan and  restricted  stock plan,  Mr.  Wilkes  received
63,785  options  and 27,038  restricted  stock  plan  shares.  All  non-employee
directors,   except  Mr.  Durrence,  each  received  10,800  options  and  4,635
restricted  stock plan shares.  In accordance  with the  restricted  stock plan,
dividends are paid on shares awarded or held in the restricted stock plan.

                                       77
<PAGE>

Executive Compensation

Summary Compensation Table. The following table sets forth the cash and non-cash
compensation  awarded to or earned, for services rendered by the named executive
officers of the Company for each of the three years ended  September 30, 2000 No
other  executive  officer of the  Company  had a combined  salary and bonus that
exceeded $100,000.

<TABLE>
<CAPTION>
                                                                                  Long-Term Compensation
                                             Annual Compensation                           Awards
                                    --------------------------------------    ------------------------------

                                                                                 Restricted      Securities
Name and                   Fiscal                             Other Annual         Stock         Underlying       All Other
Principal Position          Year    Salary($)    Bonus($)     Compensation     Award(s)($)(1)   Options #(2)   Compensation($)
------------------          ----    ---------    --------     ------------     --------------   ------------   ---------------
<S>                        <C>       <C>          <C>          <C>               <C>              <C>           <C>
Gregory C. Wilkes,          2000      $201,440           -      $ 13,000          $229,823         63,785        $ 78,300 (3)
President                   1999       185,400     $ 3,875        13,000                 -              -         133,000
Chief ExecutiveOfficer      1998       164,500       2,400        13,000                 -              -               -

Kerry P. Charlet,
Senior Vice President       2000       127,370      10,000             -           153,000         32,500          48,500 (4)
Chief Financial Officer     1999       113,125      22,838             -                 -              -          44,800
                            1998        61,875           -             -                 -              -               -

William H. Cloyd,
Senior Vice President       2000       113,500       5,000             -           127,500         25,000          46,000 (5)
Chief Lending Officer       1999       102,500      11,659             -                 -              -          42,800
                            1998        68,700           -             -                 -              -               -
</TABLE>

-------------
(1)   For Messrs.  Wilkes, Charlet and Cloyd represents awards of 27,038, 18,000
      and  15,000  shares of  common  stock,  respectively,  under the RSP as of
      October  19,  1999 on which date the market  price of such stock was $8.50
      per share.  Such stock awards  become  non-forfeitable  at the rate of 20%
      shares per year commencing on October 19, 2000. Dividend rights associated
      with such  stock are  accrued  and held in  arrears to be paid at the time
      that such stock becomes  non-forfeitable.  As of September  30, 2000,  for
      each of the named executive  officers,  all shares remain unvested.  Based
      upon a market  price of $12.06 per share as of September  30,  2000,  such
      unvested shares for Messrs.  Wilkes,  Charlet and Cloyd had a market value
      of $326,100, $217,100 and $180,900, respectively.

(2)   Such awards under the 1999 Stock Option Plan are first  exercisable at the
      rate of 20% per year  commencing  on October 9, 2000.  The exercise  price
      equals the market value of the common stock on the date of grant of $8.50.
      See "-- Stock Awards".

(3)   Includes  $59,000 related to an accrual under the  supplemental  executive
      retirement plan;  approximately  1,400 shares of Common stock scheduled to
      be allocated  under the employee  stock  ownership plan at a cost basis of
      $10.00 per share (such shares had an  aggregate  market value at September
      30, 2000 of $16,900;  and $5,300 in Company  matching  funds in the 401(k)
      retirement plan.

(4)   Includes  $33,000 related to an accrual under the  supplemental  executive
      retirement plan;  approximately  1,100 shares of Common stock scheduled to
      be allocated  under the employee  stock  ownership plan at a cost basis of
      $10.00 per share (such shares had an  aggregate  market value at September
      30, 2000 of $13,266;  and $4,500 in Company  matching  funds in the 401(k)
      retirement plan.

(5)   Includes  $33,000 related to an accrual under the  supplemental  executive
      retirement plan;  approximately 975 shares of Common stock scheduled to be
      allocated  under the  employee  stock  ownership  plan at a cost  basis of
      $10.00 per share (such shares had an  aggregate  market value at September
      30, 2000 of $11,759;  and $3,300 in Company  matching  funds in the 401(k)
      retirement plan.

                                       78
<PAGE>

Employment Agreements.  The Bank has entered into separate employment agreements
with Messrs. Wilkes, Charlet and Cloyd. Messrs.  Wilkes',  Charlet's and Cloyd's
current base salaries under their employment  agreements are $200,000,  $132,000
and $120,000, respectively.  Messrs. Wilkes' and Charlet's employment agreements
have a term of three years, while Mr. Cloyd's agreement has a term of two years.
The  agreements may be terminated by the Bank for "just cause" as defined in the
agreement.  If the Bank terminates any of these three  individuals  without just
cause,  they will be entitled to a continuation of their salary from the date of
termination  through the remaining term of the agreement,  but in no event for a
period of less than one year.  The  employment  agreements  contain a  provision
stating  that  after  Messrs.  Wilkes',   Charlet's  or  Cloyd's  employment  is
terminated in connection with any change in control, the individual will be paid
a lump sum amount equal to 2.99 times his five-year  average annual taxable cash
compensation.  In the event of a change in control  as of  September  30,  2000,
Messrs. Wilkes,  Charlet and Cloyd would have received  approximately  $509,300,
$408,600 and $347,800, respectively.

Supplemental  Executive Retirement Plan. The Bank has implemented a supplemental
executive retirement plan for the benefit of Messrs.  Wilkes, Charlet and Cloyd.
The supplemental  executive retirement plan will provide benefits at age 65 that
would be comparable to approximately 83% of the benefits that would have accrued
under the terminated  pension plan after  retirement at age 65. If a participant
terminates  employment prior to age 65, then the target retirement benefits will
be reduced. The accumulated  deferred  compensation account for each participant
will  be  payable  to such  participant  at  anytime  following  termination  of
employment  after  attainment  of  age  55,  the  death  or  disability  of  the
participant,  or termination of employment  following a change in control of the
Bank whereby the Bank or its parent company is not the resulting entity. For the
fiscal year ended  September  30, 2000,  Messrs.  Wilkes,  Charlet and Cloyd had
accrued  supplemental   executive  retirement  plan  benefits  of  approximately
$59,000,  $33,000,  and  $33,000,   respectively,  and  such  benefits  for  the
individuals were not vested.

                                       79
<PAGE>

Stock  Awards.  The  following  table sets  forth  information  with  respect to
previously awarded stock options to purchase the Common Stock granted in 1999 to
the named  executive  officers  and held by them as of September  30, 2000.  The
Company has not granted to the named executive  officers any stock  appreciation
rights ("SARs").

<TABLE>
<CAPTION>
                                                 OPTION GRANTS TABLE

                                          Option Grants in Last Fiscal Year
                                          ---------------------------------

                                                                                          Potential Realizable
                                                                                        Value at Assumed Annual
                                                                                          Rates of Stock Price
                                                                                            Appreciation for
 Individual Grants                                                                           Option Term(1)
 -----------------                                                                           --------------
                                           % of Total
                       # of Securities       Options
                          Underlying       Granted to      Exercise
                           Options        Employees in       Price         Expiration
  Name                    Granted(#)       Fiscal Year      ($/Sh)            Date               5%           10%
----------------------    ----------       -----------      ------     -------------------- ----------     ----------
<S>                       <C>               <C>            <C>        <C>                   <C>          <C>
Gregory C. Wilkes           63,785            32.7%          $8.50     October 19, 2009       $710,850     $1,453,056
Kerry P. Charlet            32,500            16.7            8.50     October 19, 2009        362,195        740,367
William H. Cloyd            25,000            12.8            8.50     October 19, 2009        278,612        569,513
</TABLE>

-------------------
(1)      The amounts represent certain assumed rates of appreciation only over a
         ten-year  period.  Actual gains, if any, on stock option  exercises and
         Common Stock  holdings are dependent on the future  performance  of the
         Common  Stock and  overall  stock  market  conditions.  There can be no
         assurance that the amount reflected in the table will be achieved.  The
         values in the table are based upon the exercise  price of $8.50 and the
         closing price of $12.06 at September 30, 2000.


                                      OPTION EXERCISES AND YEAR END VALUE TABLE
<TABLE>
<CAPTION>
                         Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Value
                         ------------------------------------------------------------------------

                                                                        Number of Securities
                                                                       Underlying Unexercised       Value of Unexercised
                                                                              Options               In-The-Money Options
                                                                             at FY-End (#)             at FY-End ($)(1)
                                                                             -------------             ----------------
                                   Shares Acquired      Value
Name                               on Exercise (#)   Realized ($)    Exercisable/Unexercisable   Exercisable/Unexercisable
----                               ---------------   ------------    -------------------------   -------------------------
<S>                                     <C>              <C>             <C>                          <C>
Gregory C. Wilkes                         --               --              --  / 63,785                 --  / $227,075
Kerry P. Charlet                          --               --              --  / 32,500                 --  /  115,700
William H. Cloyd                          --               --              --  / 25,000                 --  /   89,000
</TABLE>

------------------
(1)  Information  is based on the exercise  price of $8.50 and the closing price
     on September 30, 2000 of $12.06.

                                       80
<PAGE>

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

The  following  table sets forth as of December 22, 2000,  persons or groups who
own more than 5% of the Common Stock and the ownership of all executive officers
and directors of the Company as a group.  Other than as noted below,  management
knows of no person or group  that  owns more than 5% of the  outstanding  Common
Stock.

<TABLE>
<CAPTION>
                                                         Shares of
                                                        Common Stock                      Percent
                    Name                           Beneficially Owned (1)                of Class(%)
-----------------------------------                ----------------------                -----------

<S>                                                    <C>                               <C>
Nis H. Nissen, III                                        40,989                              - (4)

Gregory C. Wilkes                                         63,087                           1.13 %

Llewellyn N. Belcourt (2) (3)                              9,347                              - (4)

J. Larry Durrence (3)                                        206                              - (4)

Stephen A. Moore, Jr.                                     51,956                              - (4)

G. F. Zimmermann, III (2) (3)                             15,571                              - (4)

Kerry P. Charlet (2)                                      38,462                              - (4)

William H. Cloyd                                          13,591                              - (4)

All directors and officers of the Company as a
group (10 persons)                                       250,628                           4.51 %
</TABLE>


(1)  The share amounts include shares of Common Stock that the following persons
     may acquire through the exercise of stock options at December 22, 2000: Nis
     H. Nissen, III - 2,229, Gregory C. Wilkes - 13,166, Llewellyn N. Belcourt -
     2,229, Stephen A. Moore, Jr. 2,229, and G.F. Zimmermann, III - 2,229, Kerry
     P.  Charlet - 6,709 and  William  H.  Cloyd - 5,161.  Mr.  Durrence  shares
     include no shares that be acquired  through the exercise of stock  options.
     See "Director and Executive Officer Compensation - Director Compensation."

(2)  Excludes 188,956 unallocated shares under the employee stock ownership plan
     ("ESOP") for which such  individuals  exercise shared voting and investment
     power with respect to such shares as a member of the ESOP Trust and/or ESOP
     Planning Committee.  Such individuals  disclaim  beneficial  ownership with
     respect to such shares held in a fiduciary capacity.

(3)  Excludes 38,964 restricted stock plan shares which were previously  awarded
     but subject to forfeiture for which such individuals exercise shared voting
     and  investment  power  with  respect  to such  shares  as a member  of the
     restricted  stock plan  committee.  Such  individuals  disclaim  beneficial
     ownership with respect to such shares held in a fiduciary capacity.

(4)  Less than 1% of the common stock outstanding.

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

No directors, executive officers or immediate family members of such individuals
were  engaged in  transactions  with us or any  subsidiary  involving  more than
$60,000,  other than through a loan,  during the years ended  September 30, 2000
and 1999. Furthermore, the Bank had no "interlocking" relationships in which:

o    any  executive  officer  is a member of the board of  directors  of another
     entity, one of whose executive officers are a member of The Bank's board of
     directors; or where

o    any executive officer is a member of the compensation  committee of another
     entity,  one of whose executive officers is a member of The Bank's board of
     directors.

The Bank has followed the policy of offering  residential mortgage loans for the
financing of personal  residences and consumer loans to its officers,  directors
and employees.  Loans are made in the ordinary  course of business and also made
on  substantially  the same terms and  conditions,  including  interest rate and
collateral,  as those of  comparable  transactions  prevailing  at the time with
other persons, and do not include more than the normal risk of collectibility or
present other unfavorable features.

                                       81
<PAGE>

                                     PART IV

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

 (a) (1)  Financial Statements:

          See Item 8.

(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>
       <S>        <C>
          Exhibit
          Number                    Document
          ------                    --------
           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     Employment Agreement with Gregory C. Wilkes*
           10.2     Form of Employment Agreement with Four Officers of the Bank*
           10.3     1999 Stock Option Plan **
           10.4     Restricted Stock Plan **
            21      Subsidiaries of Registrant (See Item 1 - Description of the Business)
            27      Financial Data Schedule (electronic filing only)
</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:

         The following  reports on Form 8-K were filed by  FloridaFirst  Bancorp
         during the period covered by this report.

         Date of Report             Subject
         --------------             -------

         July 25, 2000              A  plan  of  conversion  was entered into by
                                    FloridaFirst Bancorp to  convert  to  a Full
                                    stock company.

                                       82
<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: December 29, 2000               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 by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated as of December 29, 2000.


<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/G. F. Zimmermann, III
-------------------------------------         --------------------------------------------
Llewellyn N. Belcourt                         G. F. Zimmermann, III
Director                                      Director



/s/J. Larry Durrence
-------------------------------------
J. Larry Durrence
Director
</TABLE>