SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 1999

                          Commission File No. 000-26145

                         CITRUS FINANCIAL SERVICES, INC.

       A Florida Corporation (IRS Employer Identification No. 65-0136504)
                     1717 Indian River Boulevard, Suite 100
                            Vero Beach, Florida 32960
                                 (561) 778-4100

             Securities Registered Pursuant to Section 12(b) of the
                        Securities Exchange Act of 1934:

                                      NONE

             Securities Registered Pursuant to Section 12(g) of the
                        Securities Exchange Act of 1934:

                                  Common Stock

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not  contained  in this  form,  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-KSB or any  amendment to
this Form 10-KSB. [X]

Revenues for the fiscal year ended December 31, 1999:  $ 7,003,000

The  aggregate  market  value  of the  common  stock of the  Registrant  held by
nonaffiliates  of the  Registrant  (467,626  shares) on February 29,  2000,  was
approximately  $4,676,260.  As of such date, no organized trading market existed
for the common stock of the Registrant.  The aggregate market value was computed
by  reference  to the  highest  known  recent  trade of the common  stock of the
Registrant at $10.00 per share.  For the purposes of this  response,  directors,
officers  and  holders  of 5% or  more  of the  Registrant's  common  stock  are
considered the affiliates of the Registrant at that date.

The  number  of shares  outstanding  of the  Registrant's  Common  Stock,  as of
February 29, 2000: 1,332,118 shares of $3.15 par value common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Shareholders  for the Fiscal Year ended
     December 31, 1999. (Part II )

2.   Portions of Proxy  Statement for the 2000 Annual  Meeting of  Shareholders.
     (Part III)

<PAGE>



            CITRUS FINANCIAL SERVICES, INC. AND AFFILIATES ("CITRUS")


                                TABLE OF CONTENTS


NOTE: Certain  information  required by Form 10-KSB is incorporated by reference
from the 1999 Annual Report and 2000 Annual Meeting Proxy Statement as indicated
below. Only that information expressly incorporated by reference is deemed filed
with the Commission.

     PART I                                                       Page Number
                                                                  -----------
         Item 1   Business of Citrus                                   3
         Item 2   Properties                                           14
         Item 3   Legal Proceedings                                    14
         Item 4   Submission of Matters to a Vote of
                  Security Holders                                     14



     PART II
         Item 5   Market for Common Equity and Related
                  Stockholder Matters                                  15
         Item 6   Management's Discussion and Analysis
                  of Financial Condition and Results of Operations     15(1)
         Item 7   Financial Statements and Supplementary Data          15(1)
         Item 8   Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure               15


     PART III
         Item 9   Directors and Executive Officers of the Registrant   16(2)
         Item 10  Executive Compensation                               16(2)
         Item 11  Security Ownership of Certain Beneficial Owners
                  and Management                                       16(2)
         Item 12  Certain Relationships and Related Transactions       16
         Item 13  Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K                                  19

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

     (1) These items are  incorporated  by  reference  from  Citrus' 1999 Annual
         Report pursuant to Instruction E.3. of Form 10-KSB.

     (2) The material  required by Items 9 through 11 is hereby  incorporated by
         reference  from  Citrus'   definitive   proxy  statement   pursuant  to
         Instruction E.3. of Form 10-KSB.



<PAGE>



                                     PART I


ITEM 1.       BUSINESS OF CITRUS

Citrus Financial Services

     Citrus is  headquartered in Vero Beach,  Florida,  which is the county seat
for Indian River County.  Citrus operates  primarily through Citrus Bank. Citrus
Mortgage Corp., a mortgage brokerage company which has not yet begun operations,
is a  wholly-owned  subsidiary  of Citrus  which was  established  in 1995.  See
"Business of Citrus - Non- Bank Subsidiary."

Citrus Bank

         Citrus operates a traditional  community  banking  business through its
retail banking facilities with a friendly and professional staff.  Citrus' staff
is committed to developing  long-term  relationships  with customers by offering
personalized,  quality  service.  Citrus  offers  a broad  range of  retail  and
commercial  banking  services,  including  various types of deposit accounts and
loan products for small businesses and consumers.  Citrus Bank offers an armored
car  service to its  commercial  customers  located in Indian  River and Brevard
Counties.  This service  provides  deposit  pickup and deliveries to present and
prospective  customers of Citrus. As part of its "community  banking"  approach,
Citrus  Bank  encourages  its  officers  to actively  participate  in  community
organizations.

         The principal  sources of funds for Citrus Bank's lending and investing
activities  traditionally  have been  deposits,  repayment of loans and earnings
from operations.  Citrus Bank's deposits are federally  insured up to applicable
limits by the FDIC under the Bank Insurance Fund.  Citrus Bank's primary sources
of income are interest and fees on loans, fees on transaction accounts and other
activities,  gains on sales of  mortgage  loans  in the  secondary  market,  and
interest and dividends on U.S. Treasury and mortgage-backed securities and other
investments. Citrus Bank's principal costs are interest paid on deposit accounts
and operating expenses.

Primary Service Area

         Vero Beach is located approximately 15 miles north of Ft. Pierce and 35
miles south of Melbourne.  The City of Vero Beach has a permanent  population of
approximately  18,000  while the  greater  Vero Beach area has a  population  of
approximately  72,000.  Indian River County has a  population  of  approximately
105,000.  The greater Vero Beach area consists of the land mass located  between
the Atlantic Ocean and Interstate 95 extending from the St.  Lucie/Indian  River
County line  approximately  10 miles north,  and  containing  approximately  100
square miles. Citrus considers the greater Vero Beach area as one of its primary
service areas.

         The greater Vero Beach area has  experienced  dramatic  growth the last
several years,  especially in the retail industry. A new regional mall opened in
Vero Beach in 1997, along with a regional  manufacturer's discount mall in 1996.
The greater Vero Beach area has also experienced an influx of light industry and
small  manufacturing  facilities  relocating or  establishing  themselves in the
area.  This is due  mainly to the high  quality of life of the  community.  Vero
Beach's  viable  industry  base  coupled with the  reemergence  of the New Piper
Aircraft Company gives the area a growing manufacturing base.

         Indian River County has a land area of approximately  503 square miles.
It has more than 26 miles of coastline and is served by the  Melbourne  Regional
Airport in Melbourne,  Orlando  International  Airport in Orlando and Vero Beach
Airport which accommodates private and chartered flights. Indian River County is
one of the fastest growing areas in the State of Florida.  The primary  business
sectors in Indian River County include citrus, retail and manufacturing, as well
as  service-related  trades with increasing new business from computer  software
companies.  Based upon the latest statistical data, the median family income for
Indian River County is $40,285.

         Citrus  Bank's  Sebastian  branch is located in northern  Indian  River
County,  Florida.  Sebastian has a population of approximately 15,000 residents.
Citrus  Bank's   Barefoot  Bay  Branch  is  located  in  south  Brevard  County,
approximately  20 miles north of Vero Beach.  Barefoot Bay has a  population  of
approximately 9,100 residents, most

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of whom are  retired.  Both Indian River County and Barefoot Bay have a seasonal
fluctuation  of  residents.  Citrus  estimates  that these areas  experience  an
approximate 30% increase in residents during the winter months.

         Citrus  considers  Indian  River  County  and the  southern  portion of
Brevard County as its current primary market area.

Citrus' Addition of Loan Production Offices

         Citrus has  expanded its loan  originations  by  establishing  new loan
production offices in Miami and Sebring,  Florida. We had initially chosen Miami
for a new bank, but we have withdrawn those plans for the near term and opted to
keep the office open to produce new loans for Citrus Bank. By the end of January
2000 this  office had  generated  $1.8  million in new loans.  In an  additional
effort to open another new bank in Sebring,  we opened a loan production  office
in Sebring in June 1999.  Like  Miami,  we have  decided to continue to run this
office as a loan  production  office at the current time. The Sebring office has
produced $3.8 million in new loans since June 1999.  Continued loan originations
are expected from these offices in 2000.

We Operate in a Competitive Business

         Citrus experiences competition for attracting deposits and making loans
from other  financial  institutions,  including  larger  regional  bank  holding
companies,  commercial  banks,  savings  banks,  and credit  unions.  Additional
competition for deposits comes from government  securities,  money market funds,
mutual fund and securities brokerage firms. The primary factors in competing for
deposits  are  interest  rates,  the  range  of  financial   services   offered,
convenience  of office  locations,  and the  flexibility  of office  hours.  The
primary  factors in  competing  for loans  include  interest  rates,  loan fees,
flexible terms, and timely loan decisions.

         Citrus competes for deposits by offering a variety of deposit  programs
geared to its  potential  customers.  We have  responded to our  competition  by
developing  strong ties in the local  community  and providing a high quality of
personal   banking   services  to   families,   professionals,   retirees,   and
owner-operated  businesses with an emphasis on flexibility and timely  responses
to customer demands.

         Since  January  1996,  we  have  placed  an  emphasis  on   originating
commercial  loans.  We have targeted  small- to  medium-sized  businesses as our
potential  customer  base,  as  management   believes  that  large  out-of-state
financial  institutions  that have acquired several local banks have shifted the
focus of the  acquired  banks away from these  business  opportunities.  We also
originate  residential loans by offering various  adjustable-rate and fixed-rate
mortgage loan products.

         Geographic deregulation has also had a material impact on the financial
industry.  As for commercial  banks,  to date, all but three states have enacted
some form of interstate banking legislation.  The most common form of interstate
banking statutes have either regional limitations or reciprocity requirements. A
growing number of states,  however,  now provide for unrestricted  entry. A bank
holding  company is now permitted to acquire  existing  banks across state lines
and may consolidate its interstate subsidiary banks into branches and merge with
a bank in another state,  depending upon state laws. Florida has removed most of
the final barriers to interstate banking.

Loan Activities

         General.  Citrus' primary business is making commercial business,  real
estate  and  consumer  loans.  Citrus  also  purchases  loans for  resale in the
secondary market. As of December 31, 1999, net loans held for investment totaled
$67.3 million, or 76.5%, of total assets. As of the same period,  loans held for
sale totaled $2.0 million, or 2.2%, of total assets.

         Loan  Underwriting.  Loan activities  include credit  evaluation  under
Citrus Bank's underwriting  standards and loan origination procedures prescribed
by the board of directors and management.  Loan  applications  are obtained from
borrowers to determine the borrower's ability to repay, and the more significant
items on these  applications  are  verified  through the use of credit  reports,
financial  statements and  confirmations.  Our loan policy for real estate loans
generally  requires  that  collateral  be appraised by an  independent,  outside
appraiser approved by the board of directors.

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         Loans are approved at various management levels up to and including the
board of directors, depending on the amount of the loan. Loan approvals are made
in  accordance  with a chart of  delegated  authority  approved  by the board of
directors.  Generally,  loans of  $100,000  or less may be  approved  by various
authorized individual officers or loan underwriters. Loans over $100,000 usually
require approval by the Loan Committee or board of directors.

         General Loan Policies.  For real estate loans,  Citrus requires a valid
mortgage  lien on real estate and a title  insurance  policy  which  insures the
validity and priority of the lien.  Borrowers must also obtain hazard  insurance
policies prior to closing, and when the property is in a flood prone area, flood
insurance is required.

         Citrus is  permitted to lend up to 100% of the  appraised  value of the
real property securing a mortgage loan. However, if the amount of a conventional
residential  loan (including a construction  loan or a combination  construction
and permanent  loan)  purchased,  originated  or  refinanced  exceeds 90% of the
appraised value or of the purchase price,  whichever is less, Citrus is required
by federal  regulations to obtain private mortgage  insurance on that portion of
the  principal  amount of the loan that exceeds 90% of the value of the property
or must secure  other  readily  marketable  collateral.  Citrus  will  originate
single-family residential mortgage loans with up to a 90% loan-to-value ratio.

         Loans over 95%  loan-to-value  ratio are  limited to special  community
support programs or one of the FHA, VA, or Farmers Home Administration  ("FmHA")
guarantee or insurance programs.  The loan-to-value ratio on a home secured by a
junior lien  generally  does not exceed 85%,  including  the amount of the first
mortgage on the collateral.  With respect to home loans granted for construction
or combination  construction/permanent  financing, Citrus will lend up to 80% of
the appraised value of the property on an "as completed" basis. Citrus generally
limits the loan-to-value  ratio on multi-family  residential and commercial real
estate  loans to 75% of  value.  Consumer  loans are  considered  to be loans to
natural persons for personal,  family or household purposes, and these loans may
be  unsecured,  secured by personal  property or secured by liens on real estate
which,  when aggregated with prior liens,  equals or exceeds the appraised value
of the collateral property.

         The maximum  amount  which Citrus could have loaned to one borrower and
the  borrower's  related  entities as of December  31, 1999,  was  approximately
$1,263,000 or  approximately  $2,104,100 for certain excepted loans. At December
31,  1999,  the maximum  amount  loaned to one  borrower  and related  entities,
including guarantees of loans with and without recourse,  totaled  approximately
$991,224, which was within the applicable legal lending limit of $2,104,100. See
"Regulation And Supervision Governing Citrus."

         Interest rates charged on loans are affected principally by competitive
factors,  the  demand for loans and the supply of funds  available  for  lending
purposes.  These factors are, in turn, affected by general economic  conditions,
monetary  policies  of the federal  government,  including  the Federal  Reserve
Board, legislative tax policies and government budgetary matters.

         Residential Loans. Citrus currently originates  fixed-rate  residential
mortgage  loans and ARM loans for terms of up to 30 years.  As of  December  31,
1999, $23.2 million, or 34.2%, of Citrus' total loan portfolio,  excluding loans
held for sale,  consisted of one-to-four  family  residential real estate loans.
Approximately $7.6 million, or 32.8%, of these loans were ARM loans.

         The  residential  ARM loans currently being offered have interest rates
that are  fixed  for a period of one,  three or five  years  and then  after the
initial  period the interest rate is adjusted  annually based upon an index such
as the yield on  treasury  securities  adjusted to a one-year  maturity,  plus a
margin.  Most of  Citrus'  ARM  programs  limit the  amount of any  increase  or
decrease in the interest rate at each  adjustment and over the life of the loan.
Typical  limitations are 2% for each adjustment with a limit of 6% over the life
of the loan.  While Citrus  usually  offers an initial rate on ARM loans below a
fully indexed rate, the loan is typically  underwritten  based on the borrower's
ability to pay at the interest rate which would be in effect after adjustment of
the loan.  ARM loans reduce the risks to Citrus  concerning  changes in interest
rates,  but  involve  other  risks  because  as  interest  rates  increase,  the
borrower's  required  payments  increase,  thus  increasing  the  potential  for
default.  Marketability  of real estate  loans is also  affected by the level of
interest rates.

         Most of  Citrus'  fixed  rate home  loans are  originated  for  30-year
amortization terms.  Borrowers requesting a term of 15 years or less are usually
granted an interest rate slightly lower than is offered for a 30-year amortizing
loan.  These  loans  are  originated  in  compliance  with   documentation   and
underwriting standards in order to permit their sale

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in  the  secondary  market  to  institutional  investors  such  as  Fannie  Mae.
Fixed-rate  home loans include a "Due on Sale" clause which provides Citrus Bank
with the  contractual  right to declare the loan  immediately due and payable in
the event the  borrower  transfers  ownership of the  property  without  Citrus'
consent.

         Table Funding Loan Program.  Citrus  provides funds to a limited number
of real estate  mortgage  brokers who make mortgage  loans in its primary market
area.  These  loans  are  closed  in the  name of the  mortgage  broker  and are
immediately  assigned to Citrus.  Citrus acquires the residential  mortgage loan
for the purpose of resale to an end  investor,  typically  a mortgage  brokerage
firm.  Interest  and fee income from this program  totaled  $537,000 in 1999 and
$879,000 in 1998.  These amounts  represented  8.3% of total interest income for
1999 and 13.6% for 1998.

         Construction  Loans.  Citrus has and continues to offer  adjustable and
fixed-rate  residential  construction loans to owners wishing to construct their
primary residence and to selected  builders/developers in Citrus' primary market
area. As of December 31, 1999,  construction and land development loans amounted
to $6.8 million, or less than 10.1%, of loans held for investment.  Construction
loans to  individuals  usually are  originated in connection  with the permanent
loan on the  property.  Construction-permanent  loans  typically  provide  for a
construction  term of six months to one year followed by the permanent loan term
of up to 30 years. Loans to builders/developers are restricted to homes that are
pre-sold or are  constructed on a speculative  basis.  Loans to builders for the
construction  of a home for  which  there is no  immediate  buyer at the time of
construction  are considered  spec loans.  Spec loans are typically for one year
and provide for  interest  only  payments  during the loan term.  The  financial
capacity of the builder, the builder's experience, and the credit history of the
builder, as well as present market conditions are reviewed when considering spec
loans. As of December 31, 1999, Citrus had three spec loans totaling $470,326.

         Construction  financing  is  generally  considered  to involve a higher
degree of risk of loss than long-term financing on improved, owner-occupied real
estate.  Risk of loss on a  construction  loan is  dependent  largely  upon  the
accuracy  of the  initial  estimate  of  construction  cost  and of the  initial
estimate of the property's value upon completion.  During construction, a number
of factors  could  result in delays and cost  overruns.  Repayment of spec loans
usually  depends  upon  the  builder  successfully  negotiating  a sale  for the
property. Sales of spec homes are affected by market conditions, interest rates,
and the supply and demand for these products.

         Commercial Real Estate Loans.  Commercial real estate loans are secured
primarily by office and retail business properties located in the primary market
area.  These types of loans amounted to $26.3 million,  or 38.8%,  of loans held
for investment as of December 31, 1999.  Commercial real estate loans may be for
a term of up to 25 years,  but  frequently  include a  maturity  in three to six
years.  Citrus  generally does not typically  offer  fixed-rate  commercial real
estate or multi-family real estate loans.

         Commercial and  multi-family  real estate loans are  originated  with a
loan-to-value  ratio  generally not exceeding 75%. Loans secured by this type of
collateral will continue to be a part of our future loan program. Commercial and
multi-family real estate loans are generally larger and involve a greater degree
of risk than  residential  mortgage loans.  Because payments on loans secured by
commercial  property  depend to a large  degree on  results  of  operations  and
management of the  properties,  repayment of this type of loan may be negatively
impacted by adverse  conditions  in the real estate  market or the  economy.  At
December  31,  1999,  the largest  commercial  real  estate loan was  $1,000,000
secured by commercial  real estate,  and was current.  The largest  multi-family
real estate  relationship  was $613,468  secured by duplex rental units, and was
current.

         Commercial Loans.  Citrus' commercial loans are business loans that are
not secured by real estate.  At December 31, 1999, the largest  commercial  loan
was $888,397 for a floorplan line of credit  secured by yachts.  At December 31,
1999,  Citrus had  outstanding  Small Business  Administration  ("SBA") loans of
$173,157.  Citrus is not a designated SBA  underwriter.  We will consider making
additional  SBA loans  when the demand for SBA loans  increases  in our  primary
market  area.  SBA loans,  which are  guaranteed  in part by the SBA,  typically
include  a higher  loan  balance  relative  to the value of the  collateral,  as
opposed to loans originated without a government guarantee.

     Consumer  Loans.  Citrus makes various types of consumer  loans,  including
automobile and boat loans,  but primarily home equity loans.  Consumer loans are
originated in order to provide a range of financial services to customers and to
create  stronger ties to its customers and because the shorter term and normally
higher  interest rates on this type of loan helps  maintain a profitable  spread
between Citrus' average loan yield and its cost of funds. The

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terms of consumer  loans  generally  range from one to five years.  Underwriting
standards for consumer loans include an assessment of the applicant's  repayment
history on other debts and ability to meet existing  obligations and payments on
the proposed loans.

         Although the applicant's  creditworthiness is a primary  consideration,
the  underwriting  process  also  includes  a  comparison  of the  value  of the
security, if any, to the proposed loan amount.  Consumer loans generally involve
more  credit  risks than  mortgage  loans  because of the type and nature of the
collateral or absence of collateral.  Consumer loan  repayments are dependent on
the borrower's  continuing financial  stability,  and are likely to be adversely
affected by job loss,  divorce and  illness.  Furthermore,  the  application  of
various  federal and state laws,  including  federal  and state  bankruptcy  and
insolvency  laws, may limit the amount which can be recovered on consumer loans.
In most cases, any repossessed collateral will not provide an adequate source of
repayment of the outstanding loan balance.  Management  believes that the yields
earned on consumer loans are  commensurate  with the credit risk associated with
these loans.  As of December 31, 1999,  consumer loans amounted to $4.4 million,
or 6.5%, of net loans held for investment.

         Income from Lending  Activities.  We earn fees in connection  with loan
commitments and originations, loan purchases, loan modifications, late payments,
changes of property  ownership and for miscellaneous  services related to loans.
Income  from these  activities  varies from period to period with the volume and
type of loans  originated,  sold and  purchased.  Our volume is  dependent  upon
prevailing  mortgage  interest rates and their effect on the demand for loans in
our primary market area.

         Loan fees  typically  are  charged at the time of loan  origination  or
purchase and may be a flat fee or a percentage of the amount of the loan.  Under
current  accounting  standards the total amount of loan fees cannot typically be
recognized  as current  income and a portion of the fees are  deferred and taken
into income over the contractual  life of the loan,  using a level yield method.
If a loan is prepaid or refinanced,  all remaining deferred fees with respect to
these loans are taken into income at that time.

         Nonperforming  Loans and Real Estate  Owned.  When a borrower  fails to
make a  required  payment  on a loan,  we  attempt  to  collect  the  payment by
contacting the borrower. If a payment on a loan has not been received by the end
of a grace period (usually 10 days from the payment due date),  notices are sent
at  that  time,  with  follow-up  contacts  made  thereafter.   In  most  cases,
delinquencies are cured promptly.  If the delinquency exceeds 29 days and is not
cured through normal  collection  procedures,  Citrus will institute more formal
measures  to remedy the  default,  including  the  commencement  of  foreclosure
proceedings.  Citrus will then attempt to negotiate with the delinquent borrower
to establish a satisfactory payment schedule.

         If the loan is secured by real estate and foreclosure is required,  the
property will be sold at a public  auction in which Citrus may  participate as a
bidder. If Citrus is the successful bidder, the acquired real estate property is
then  included in the other real estate owned "OREO"  account  until it is sold.
Citrus is permitted  under federal  regulations  to finance sales of real estate
owned with loans which may involve more favorable  interest rates and terms than
generally would be granted under normal underwriting guidelines.  As of December
31, 1999,  Citrus had no OREO properties and $2,000 in loans past due 90 days or
more.

Problem Asset Classification Procedures

         Commercial banks are required to review, and when appropriate, classify
their  assets  on a regular  basis.  The  Comptroller  of the  Currency  has the
authority to identify  problem  assets and, if  appropriate,  require them to be
classified.  There are three  classifications  for problem assets:  substandard,
doubtful and loss.

         o     Substandard  assets have one or more defined  weaknesses  and are
               characterized  by  the  distinct  possibility  that  the  insured
               institution  will sustain some loss if the  deficiencies  are not
               corrected.
         o     Doubtful  assets have the weaknesses of  substandard  assets with
               the additional characteristic that the weaknesses make collection
               or liquidation in full on the basis of currently  existing facts,
               conditions  and  values   questionable,   and  there  is  a  high
               possibility of loss.
         o     Loss assets are considered uncollectible and of such little value
               that continuance as an asset of the institution is not warranted.
               If an asset or portion thereof is classified as loss, the insured
               institution establishes a specific reserve for the full amount of
               the portion of the asset classified as loss.

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         All or a portion of general credit loss allowances established to cover
possible  losses  related to assets  classified  substandard  or doubtful may be
included in  determining an  institution's  regulatory  capital,  while specific
valuation  allowances  for loan losses  generally  do not qualify as  regulatory
capital.  Assets that do not warrant classification in one of the aforementioned
categories,  but possess  weaknesses,  are classified as special mention and are
monitored by Citrus.

         At December 31, 1999,  Citrus had 11 loan  relationships  classified as
substandard or doubtful totaling $656,000, and no loans classified as loss.

Allowance for Credit Losses

         The allowance for credit losses is established  through a provision for
credit losses charged  against  income.  Loans are charged against the allowance
when management  believes that the  collectibility of the principal is unlikely.
The allowance is an estimated  amount that management  believes will be adequate
to absorb losses  inherent in the loan  portfolio  based on  evaluations  of its
collectibility.  The  evaluations  take  into  consideration  factors  including
changes in the nature and volume of the portfolio,  overall  portfolio  quality,
specific  problem  loans  and  commitments,  and  current  anticipated  economic
conditions that may affect the borrower's  ability to pay. While management uses
the best information available to recognize losses on loans, future additions to
the  allowance  may be  necessary  based on changes in economic  conditions.  At
December 31, 1999,  Citrus had a total  allowance for credit losses of $401,000,
representing 0.6% of total loans held for investment.

Non-Bank Subsidiary

         As  of  December  31,  1999,  Citrus  had  one  wholly-owned   non-bank
subsidiary,  Citrus  Mortgage Corp.  Citrus  Mortgage  Corp. was  established on
August 3, 1995,  to be a mortgage  brokerage  company.  As of December 31, 1999,
Citrus'  aggregate  investment in Citrus  Mortgage was less than $1,000.  Citrus
Mortgage is not active.

Personnel

         As of December 31, 1999,  Citrus had no full-time  employees and Citrus
Bank had 48  full-time  employees.  The  employees  are not  represented  by any
collective  bargaining  group.  We believe our relations  with our employees are
good.

         We  currently   maintain  a  comprehensive   employee  benefit  program
providing,  among other benefits,  hospitalization  and major medical insurance,
long-term disability insurance, life insurance, 401(k) and education assistance.
We believe our employee benefit programs are generally competitive with employee
benefits provided by other major employers in our primary market area.


                   REGULATION AND SUPERVISION GOVERNING CITRUS

General

         As a bank  holding  company  registered  under  the BHC Act,  Citrus is
regulated and  supervised  by the Federal  Reserve.  Under the BHC Act,  Citrus'
activities  and  those of  Citrus  Bank are  limited  to  banking,  managing  or
controlling  banks,  furnishing  services  to or  performing  services  for  its
subsidiaries  or  engaging  in any  other  activity  that  the  Federal  Reserve
determines to be so closely related to banking or managing or controlling  banks
as to be a proper incident  thereto.  As a Florida  corporation,  Citrus is also
governed by Chapter 607,  Florida  Business  Corporation Act ("FBC Act") and the
regulations  promulgated  by the  Florida  Department  of State.  Citrus Bank is
regulated by the Comptroller of the Currency.

         Citrus and Citrus Bank are  required to file  reports  with the Federal
Reserve and the  Comptroller  of the Currency  concerning  their  activities and
financial  condition,  in addition to obtaining  regulatory  approvals  prior to
entering into certain  transactions  including  mergers with or  acquisitions of
other financial institutions. Periodic examinations are performed by the Federal
Reserve and the Comptroller of the Currency to monitor  Citrus'  compliance with
the various  regulatory  requirements.  Citrus Bank's deposits are insured up to
the applicable limits by the FDIC under the Bank

                                        8

<PAGE>



Insurance Fund ("BIF").  Citrus Bank is regulated by the Federal Reserve and the
Comptroller  of the Currency with respect to reserves  required to be maintained
against transaction deposit accounts and certain other matters.

Regulation of Citrus

         General. The BHC Act prohibits Citrus from acquiring direct or indirect
control of more than 5% of any class of  outstanding  voting  stock or acquiring
substantially  all of the assets of any bank or merging  or  consolidating  with
another bank holding company without prior approval of the Federal Reserve.  The
BHC Act also  prohibits  Citrus  from  acquiring  control of any bank  operating
outside the State of Florida,  unless the action is  specifically  authorized by
the   statutes  of  the  state  where  the  bank  to  be  acquired  is  located.
Additionally,  the BHC Act prohibits  Citrus from engaging in or from  acquiring
ownership  or control  of more than 5% of the  outstanding  voting  stock of any
company engaged in a non-banking business,  unless the business is determined by
the  Federal  Reserve  to be so  closely  related  to  banking  or  managing  or
controlling banks as to be properly incident thereto. The BHC Act generally does
not place  territorial  restrictions  on the activities of  non-banking  related
activities.

         Gramm-Leach-Bliley  Act. On November 12, 1999, President Clinton signed
into law the  Gramm-Leach-Bliley  Act which reforms and modernizes certain areas
of financial services regulation.  The law permits the creation of new financial
services  holding  companies  that can offer a full range of financial  products
under a regulatory  structure  based on the principle of functional  regulation.
The legislation  eliminates the legal barriers to  affiliations  among banks and
securities firms,  insurance companies,  and other financial services companies.
The law also provides financial  organizations with the opportunity to structure
these  new  financial  affiliations  through a holding  company  structure  or a
financial subsidiary. The new law reserves the role of the Federal Reserve Board
as the supervisor for bank holding companies. At the same time, the law provides
a system of  functional  regulation  which is  designed  to utilize  the various
existing federal and state regulatory bodies.

         The law also includes a minimum federal standard of financial  privacy.
Financial  institutions  are required to have written privacy policies that must
be disclosed to customers.  The disclosure of a financial  institution's privacy
policy must take place at the time a customer  relationship  is established  and
not less than annually during the continuation of the relationship. The act also
provides for the functional  regulation of bank securities  activities.  The law
repeals the exemption  that banks were afforded from the definition of "broker,"
and replaces it with a set of limited  exemptions that allow the continuation of
some  historical  broker  activities  performed by banks.  In addition,  the act
amends the  securities  laws to include  banks within the general  definition of
dealer.  Regarding new bank products,  the law provides a procedure for handling
products sold by banks that have securities elements.

         In  the  area  of CRA  activities,  the  law  generally  requires  that
financial  institutions  address  the  credit  needs of  low-to-moderate  income
individuals and  neighborhoods  in the  communities in which they operate.  Bank
regulators  are  required  to take  the  CRA  ratings  of a bank or of the  bank
subsidiaries  of a holding  company into account when acting upon certain branch
and bank merger and acquisition applications filed by the institution. Under the
law,  financial  holding  companies  and  banks  that  desire  to  engage in new
financial  activities  are required to have  satisfactory  or better CRA ratings
when they commence the new activity.

         Most of the  provisions of the law took effect on March 11, 2000,  with
other provisions being phased in over a one to two year period thereafter. It is
anticipated that the effects of the law, while providing additional  flexibility
to bank holding  companies and banks,  may result in additional  affiliations of
different  financial  services  providers,  as  well as  increased  competition,
resulting in lower prices, more convenience,  and greater financial products and
services available to consumers.

         The  foregoing  is   necessarily  a  general   description  of  certain
provisions  of  federal  and  state  law and does not  purport  to be  complete.
Proposals to change the laws and regulations  governing the banking industry are
frequently  introduced  in Congress,  in the state  legislatures  and before the
various bank regulatory agencies.  The likelihood and timing of any such changes
and the impact such changes  might have on the Bank cannot be determined at this
time.

     Transactions between Citrus and Citrus Bank. Citrus' authority to engage in
transactions  with related parties or  "affiliates," or to make loans to certain
insiders,  is limited by Sections  23A and 23B of the Federal  Reserve Act which
apply to all transactions by a FDIC-insured,  state non-member bank or a holding
company with any affiliate. Sections

                                        9

<PAGE>



23A and 23B generally  define an  "affiliate" as any company that controls or is
under  common  control  with  an   institution.   Subsidiaries  of  a  financial
institution, however, are generally exempted from the definition of "affiliate."
Section 23A limits the  aggregate  amount of  transactions  with any  individual
affiliate  to 10% of the  capital  and  surplus  of Citrus  and also  limits the
aggregate  amount of transactions  with all affiliates to 20% of Citrus' capital
and surplus.

         Certain  transactions  with affiliates,  such as loans to affiliates or
guarantees,  acceptances  and letters of credit issued on behalf of  affiliates,
are  required  to be  collateralized  by  collateral  in an amount and of a type
described in the statute.  The purchase of low quality assets from affiliates is
generally  prohibited.  Section 23B  provides  that  certain  transactions  with
affiliates,  including  loans  and asset  purchases,  must be on terms and under
circumstances, including credit standards, that are substantially the same or at
least  as  favorable  to the  institution  as those  prevailing  at the time for
comparable  transactions  with  non-affiliated  companies.  In  the  absence  of
comparable  transactions,  affiliate transactions may only occur under terms and
circumstances,  including credit standards,  that in good faith would be offered
to or would apply to non-affiliated companies.

         Support of  Subsidiary  Depository  Institutions.  In  accordance  with
Federal  Reserve  policy,  Citrus is  expected  to act as a source of  financial
strength  and to commit  resources to support  Citrus Bank.  This support may be
required  at times when Citrus  might not be  inclined  to provide any  support.
Support   would   include  the   infusion   of   additional   capital   into  an
undercapitalized bank subsidiary in situations where an additional investment in
a troubled bank might not ordinarily be made by a prudent investor. In addition,
any capital loans by a bank holding company to any of its subsidiary  banks must
be  subordinate  in  right  of  payment  to  depositors  and  to  certain  other
indebtedness of its subsidiary banks. In the event of bankruptcy, any commitment
by a bank holding  company to a federal bank  regulatory  agency to maintain the
capital of its  subsidiary  bank will be assumed by the  bankruptcy  trustee and
will be entitled to a priority of payment.

         Under the Federal Deposit Insurance Act ("FDIA") a subsidiary bank of a
bank  holding  company can be held  liable by the FDIC for any loss  incurred or
reasonably expected to be incurred in connection with:

o    the default of a commonly controlled  FDIC-insured  depository institution,
     or
o    any assistance provided by the FDIC to any commonly controlled FDIC-insured
     depository institution "in danger of default."

"Default"  is  defined  generally  as  the  appointment  of a  conservator  or a
receiver.  "In danger of  default"  is defined  generally  as the  existence  of
certain  conditions  indicating that a default is likely to occur in the absence
of regulatory assistance.

         Control of a Bank Holding  Company.  Federal Reserve Board Regulation Y
requires  persons  acting  directly or indirectly or in concert with one or more
persons to give the Board of Governors of the Federal  Reserve 60 days  advanced
written notice before  acquiring  control of a bank holding  company.  Under the
Regulation,  control is defined as the  ownership  or control  with the power to
vote 25 % or more of any class of voting securities of the bank holding company.
The  Regulation  also  provides for a  presumption  of control if a person owns,
controls, or holds with the power to vote 10% or more (but less than 25%) of any
class of voting securities, and if:

o    the bank holding  company's  securities  are  registered  securities  under
     Section 12 of the Securities Exchange Act of 1934; or
o    no  other  person  owns a  greater  percentage  of  that  class  of  voting
     securities.

Regulation of Citrus Bank

         General.  From time to time, various bills are introduced in the United
States Congress with respect to the regulation of financial institutions. Recent
banking  legislation,  particularly the FIRREA and the Federal Deposit Insurance
Corporation  Improvement  Act of 1991  ("FDICIA"),  has broadened the regulatory
powers of the federal bank  regulatory  agencies and  restructured  the nation's
banking system. The following is a brief discussion of certain portions of these
laws and how they affect Citrus or Citrus Bank.



                                       10

<PAGE>



         The FDICIA  revised  sections of the FDIA  affecting  bank  regulation,
deposit  insurance and  provisions  for funding of the BIF  administered  by the
FDIC.  The FDICIA also revised bank  regulatory  structures  embodied in several
other federal banking statutes,  strengthened the bank regulators'  authority to
intervene in cases of deterioration of a bank's capital level,  placed limits on
real estate lending and imposed detailed audit requirements.

         FDIC  Regulations  Requiring Prompt and Corrective  Action.  The FDICIA
required  the federal  banking  regulatory  agencies to set certain  capital and
other  criteria  which  would  define  the  category  under  which a  particular
financial institution would be classified. The FDICIA imposes progressively more
restrictive  constraints on operations,  management,  and capital  distributions
depending on the category in which an institution is classified.  As required by
the FDICIA,  undercapitalized institutions must submit recapitalization plans to
their respective federal banking regulatory agencies,  and a company controlling
a failing institution must guarantee that institution's compliance with its plan
in order for the plan to be accepted.

         The FDIC's prompt and corrective action regulations define, among other
things,  the relevant  capital  measures for the five  capital  categories.  For
example, a bank is deemed to be:

         o    "well-capitalized"  if it has a  total  risk-based  capital  ratio
              (total capital to risk-weighted  assets) of 10% or greater, a Tier
              1  risk-based  capital  ratio  (Tier 1  capital  to  risk-weighted
              assets)  of 6% or  greater,  and a Tier 1 leverage  capital  ratio
              (Tier 1 capital to adjusted total assets) of 5% or greater, and is
              not operating under a regulatory order,  agreement or directive to
              meet  and  maintain  a  specific  capital  level  for any  capital
              measure.

         o    "adequately  capitalized"  if it has a  total  risk-based  capital
              ratio of 8% or greater,  and (generally) a Tier 1 leverage capital
              ratio of 4% or greater,  and the bank does not meet the definition
              of a "well-capitalized" institution.

         o    "critically undercapitalized" if it has a ratio of tangible equity
              to total assets that is equal to or less than 2%.

         The  FDIC is  authorized  effectively  to  downgrade  a bank to a lower
capital  category than the bank's capital  ratios would  otherwise  indicate.  A
decision to do so would be based upon safety and soundness considerations,  such
as when the bank has received a less than  satisfactory  examination  rating for
any of the CAMELS rating categories other than Capital: i.e.

         o    Asset quality
         o    Management
         o    Earnings
         o    Liquidity
         o    Sensitivity to market risk

         As a bank  drops to lower  capital  levels,  the extent of action to be
taken  by  the  appropriate  regulator  increases,   restricting  the  types  of
transactions in which the bank may engage.  The regulatory capital standards are
designed  to bolster and protect  the  deposit  insurance  fund.  Citrus Bank is
considered to be "well-capitalized" based upon its current capital.

         FDIC Insurance on Deposit Accounts.  In response to the requirements of
the FDICIA,  the FDIC  established  a risk-based  assessment  system for insured
depository  institutions  that  takes into  account  the risks  attributable  to
different  categories and  concentrations  of assets and  liabilities.  The FDIC
assigns a financial  institution to one of three capital categories based on the
institution's  financial  information,  as of the reporting  period ending seven
months before the assessment period.

         These categories consist of well-capitalized, adequately capitalized or
undercapitalized, and one of three supervisory subcategories within each capital
group. The supervisory  subgroup to which an institution is assigned is based on
a supervisory  evaluation  provided to the FDIC by the  financial  institution's
primary  regulator,  in Citrus Bank's case the Comptroller of the Currency,  and
information which the FDIC determines to be relevant to the institution's

                                       11

<PAGE>



financial  condition  and the  risk  posed to the  deposit  insurance  funds.  A
financial  institution's  assessment  rate  depends on the capital  category and
supervisory category to which it is assigned.

         There  are nine  assessment  risk  classifications  to which  different
assessment rates are applied.  BIF assessment rates range from 0 basis points on
deposits  for  a  financial   institution   in  the  highest   category,   i.e.,
well-capitalized  and financially sound with only a few minor weaknesses,  to 31
basis  points on  deposits  for an  institution  in the lowest  category,  i.e.,
undercapitalized and posing a substantial probability of loss to the BIF, unless
effective corrective action is taken.

         FDIC  Standards  for Safety and  Soundness.  The FDICIA  requires  each
federal banking agency to prescribe for all insured depository  institutions and
their holding companies  standards  relating to internal  controls,  information
systems and audit systems,  loan documentation,  credit  underwriting,  interest
rate risk  exposure,  asset  growth,  compensation,  fees and benefits and other
operational  and  managerial  standards  as the  agency  deems  appropriate.  In
addition,  the federal banking regulatory  agencies are required to prescribe by
regulation standards specifying:

         o    maximum classified assets to capital ratios;
         o    minimum earnings sufficient to absorb losses without impairing
              capital;
         o    to the extent  feasible,  a minimum  ratio of market value to book
              value for publicly traded shares of depository institutions or the
              depository institution holding companies; and
         o    other standards relating to asset quality,  earnings and valuation
              as the agency deems appropriate.

         Finally, each federal banking agency is required to prescribe standards
for  employment  contracts  and other  compensation  arrangements  of  executive
officers, employees,  directors and principal shareholders of insured depository
institutions   that  would   prohibit   compensation   and  benefits  and  other
arrangements that are excessive or that could lead to a material  financial loss
for the institution. If an insured depository institution or its holding company
fails to meet any of its  standards  described  above,  it will be  required  to
submit to the  appropriate  federal  banking agency a plan  specifying the steps
that will be taken to cure the deficiency.  If an institution fails to submit an
acceptable plan or fails to implement the plan, the appropriate  federal banking
agency will require the institution or holding company to correct the deficiency
and, until  corrected may impose  restrictions on the institution or the holding
company including any of the restrictions applicable under the prompt corrective
action provisions of the FDICIA.

         Limits  on Loans We Can Make to One  Borrower.  Federal  law  generally
allows  Citrus Bank to extend  credit to any one borrower in an amount up to 15%
of its capital accounts,  which are defined as unimpaired  capital,  surplus and
undivided profits.  Up to an additional 10 percent of capital and surplus may be
extended  if this  amount is served by readily  marketable  collateral.  The law
permits exemptions for loans  collateralized by accounts  maintained with Citrus
Bank and for loans  secured by or guaranteed  by U.S.  obligations,  and certain
Federal agencies and general obligations of a state.

         Restrictions on the Payment of Dividends.  While not the only source of
income,  a major source of income to Citrus in the future will be dividends from
Citrus Bank.  Since commencing  operations in May 1989,  Citrus has not received
any  dividends  from Citrus Bank.  Citrus Bank may not pay cash  dividends  that
would  cause the bank's  capital to fall below the  minimum  amount  required by
federal law or which are in excess of the bank's undivided  profits.  Otherwise,
Citrus  Bank may pay a dividend  out of the total of current  net  profits  plus
retained  net  profits  of the  preceding  two  years  to the  extent  it  deems
expedient,  except as  described  below.  Ten  percent of the net profits in the
preceding  year may not be paid in  dividends,  but must be retained to increase
capital  surplus until surplus  equals the amount of common and preferred  stock
issued and  outstanding.  The ability of Citrus Bank to pay  dividends to Citrus
depends in part on the  Comptroller  of the  Currency  capital  requirements  in
effect  at the  time,  and the  ability  of Citrus  Bank to  comply  with  those
requirements.

         Limitations on Deposits  Acquired From Brokers.  In accordance with the
FDICIA,  the FDIC has  implemented  restrictions  on the  acceptance of brokered
deposits. In general, an "undercapitalized" institution may not accept, renew or
roll over any  brokered  deposits.  "Adequately  capitalized"  institutions  may
request a waiver from the FDIC to do so, while  "well-capitalized"  institutions
may accept, renew or roll over brokered deposits without  restriction.  The rule
requires  registration  of deposit  brokers and imposes  certain  record keeping
requirements. Institutions that are not "well- capitalized," even those who meet
minimum capital  requirements,  must comply with  regulatory  limits on rates of
interest

                                       12

<PAGE>



they may pay on  brokered  and  other  deposits.  Citrus  Bank does not have any
brokered deposits.

         Assessments  Required by Deposit  Insurance Funds Act of 1996. In 1996,
Congress  passed and the President  signed into law the Deposit  Insurance Funds
Act of 1996  ("DIFA").  Among  other  things,  the DIFA,  and rules  promulgated
thereunder  by the  FDIC,  provide  for banks and  thrifts  to share the  annual
interest expense for the Finance Corp. Bonds which were issued in the late 1980s
to help  pay the  costs of the  savings  and loan  industry  restructuring.  The
approximate  annual interest expense is $780 million of which  BIF-insured banks
are  expected to pay  approximately  $322  million,  or 41%,  while SAIF insured
thrifts will pay approximately  $458 million or 59% of the interest expense.  It
is estimated that the annual  assessment for  BIF-insured  institutions  will be
approximately 1.2 cents per $100 of deposits,  while  SAIF-insured  institutions
will  pay 6.5  cents  per  $100 of  deposits.  Beginning  in the  year  2000 and
continuing  through the year 2017,  banks and thrifts  will each pay $2.43 cents
per $100 of  deposits.  These  assessments  will be in  addition  to any regular
deposit insurance  assessments imposed by the FDIC under FDICIA. See "Regulation
of Citrus Bank - FDIC Insurance on Deposit Accounts."

         Elimination  of Most  Restrictions  on  Interstate  Banking.  Under the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Efficiency
Act"),  restrictions  on  interstate  acquisitions  of  banks  by  bank  holding
companies were repealed,  so that any out-of-state bank holding company would be
able to acquire and  consolidate  any  Florida-based  bank, but must comply with
certain deposit percentage and other restrictions on or after the effective date
of the Efficiency Act. The legislation also provided that,  unless an individual
state elected beforehand either:

         o    to accelerate the effective date, or
         o    to prohibit out-of-state banks from operating interstate  branches
              within its territory.

         Then or after June 1, 1997,  adequately  capitalized  and managed  bank
holding  companies  would  be able to  consolidate  multiple  interstate  banks.
Branching by an  out-of-state  bank would be  permitted  only if it is expressly
permitted  by the laws of the host state.  The  authority of a bank to establish
and operate  branches  within a state will continue to be governed by applicable
state branching laws.  Florida has adopted  legislation which permits interstate
acquisitions  and  interstate  branching  effective  June 1, 1997.  Florida  law
prohibits branching by out of state banks.

         Annual Assessment Charged to Citrus by the Comptroller of the Currency.
National  banks  are  required  to pay  assessments  to the  Comptroller  of the
Currency to fund the operations of the Comptroller of the Currency.  The general
assessment,  to be paid  semiannually,  is computed  upon a bank's total assets,
including  consolidated  subsidiaries,  as  reported  in  Citrus  Bank's  latest
quarterly call report. Citrus Bank's assessment was $33,000 for 1999 and $31,000
for 1998.

Reserves Required by The Federal Reserve System

         Federal    Reserve    regulations    require    banks    to    maintain
noninterest-earning  reserves  against  their  transaction  accounts  which  are
primarily  NOW  and  regular  checking  accounts.  Federal  Reserve  regulations
generally  require  that  reserves of 3% must be  maintained  against  aggregate
transaction  accounts of $49.3  million or less plus 10% against that portion of
total transaction accounts in excess of $49.3 million. The first $5.0 million of
otherwise  reservable balances are exempted from the reserve  requirements.  The
balances  maintained  to meet the  reserve  requirements  imposed by the Federal
Reserve may be used to satisfy liquidity requirements. Because required reserves
must be  maintained  in the form of either  vault  cash,  a  noninterest-bearing
account at a Federal  Reserve Bank or a pass-through  account,  interest-earning
assets of Citrus Bank are reduced.

Statistical Profile and Other Financial Data

         Reference  is  hereby  made  to  the  statistical  and  financial  data
contained  in the section  captioned  "Management's  Discussion  and Analysis of
Financial  Condition and Results of  Operations,"  for statistical and financial
data providing a review of Citrus' business activities.





                                       13

<PAGE>



ITEM 2.       PROPERTIES

         The  following  table sets forth  information  with  respect to Citrus'
offices as of December 31, 1999.
<TABLE>
<CAPTION>

                                       Year      Size of
                                     Facility    Facility   Facility   Net Book
Location                              Opened    in Sq. Ft.   Status     Value
<S>                                       <C>     <C>        <C>      <C>

Main Office
Citrus Bank, N.A
1717 Indian River Blvd., Ste. 100 .....   1990    10,000     Owned    $1,118,133
Vero Beach, Florida

Branches
Sebastian Office
1020 U.S. 1 ...........................   1993     2,800     Owned    $  431,399
Sebastian, Florida

Barefoot Bay Office
1020 Buttonwood Street ................   1996     2,160     Owned    $  382,497
Barefoot Bay, Florida

Loan Production Offices
Miami Loan Production Office
International Corporate Park ..........   1999       120     Lease             0
10165 NW 19th Street
Miami, Florida

Sebring Loan Production Office
3900 U.S. 27 North ....................   1999     1,960     Lease             0
Sebring, Florida
</TABLE>


ITEM 3.       LEGAL PROCEEDINGS

There are no material  pending legal  proceedings to which Citrus or Citrus Bank
is a party or of which  any of  their  properties  are  subject;  nor are  there
material  proceedings  known to Citrus to be  contemplated  by any  governmental
authority;  nor are there  material  proceedings  known to  Citrus,  pending  or
contemplated,  in  which  any  director,  officer,  affiliate  or any  principal
security  holder of Citrus,  or any associate of any of the foregoing is a party
or has an interest adverse to Citrus or Citrus Bank.


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

None.










                                       14

<PAGE>



                                     PART II


ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

During  the  period  covered  by this  report  and to  date,  there  has been no
established public trading market for Citrus' Common Stock.

As of February 29, 2000, the number of holders of record of Citrus' Common Stock
was 411.

To date,  Citrus  has not paid any  dividends  on its  Common  Stock.  It is the
present policy of the Board of Directors of Citrus to reinvest  earnings to fund
the growth and  expansion  activity of Citrus and of Citrus  Bank.  There are no
current plans to initiate payment of cash dividends,  and future dividend policy
will depend on Citrus Bank's earnings, capital requirements, financial condition
and other factors considered relevant by the Board of Directors of Citrus.

Citrus Bank is  restricted  in its ability to pay  dividends  under the national
banking laws and by regulations of the Comptroller.  Pursuant to 12 U.S.C. 56, a
national bank may not pay dividends from its capital. All dividends must be paid
out of net profits then on hand, after deducting losses and bad checks.  Payment
of dividends  out of net profits is further  limited by 12 U.S.C.  60(a),  which
prohibits a bank from  declaring a dividend on its shares of common  stock until
its surplus  equals its stated  capital,  unless there has been  transferred  to
surplus  not less than 1/10 of Citrus  Bank's net profits of the  preceding  two
consecutive  half-year periods (in the case of an annual dividend).  Pursuant to
12 U.S.C.  60 (b), the approval of the  Comptroller  is required if the total of
all dividends  declared by Citrus Bank in any calendar year exceeds the total of
its net profits for that year  combined  with its  retained  net profits for the
preceding two years, less any required transfers to surplus.

In December 1990, the Comptroller promulgated regulations which affect the level
of allowable  dividend  payments by national  banks.  The intended effect of the
regulations  is to make  the  calculation  of  national  banks'  dividend-paying
capacity  consistent with generally  accepted  accounting  principles (GAAP). In
this regard,  the  allowance for loan and lease losses will not be considered an
element of either "undivided  profits then on hand" or "net profits." Further, a
national  bank may be able to use a portion of its  capital  surplus  account as
"undivided  profits then on hand," depending on the composition of that account.
In addition,  the regulations  clarify that dividends on preferred stock are not
subject  to the  limitations  of 12 U.S.C.  56,  while  explicitly  making  such
dividends  subject to the  constraints of 12 U.S.C.  60. The  regulations do not
diminish or impair a  well-capitalized  bank's  ability to make cash payments to
its shareholders in the form of a return of capital.


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

Citrus  hereby  incorporates  by reference  the section  entitled  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
pages 5 through 30 of the 1999 Annual Report to Shareholders  for the year ended
December 31, 1999, filed as an Exhibit under Item 13 herein.


ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Citrus hereby  incorporates by reference the Report of the Independent  Auditors
and the Consolidated Financial Statements contained in the 1999 Annual Report to
Shareholders  for the year ended  December 31, 1999,  filed as an Exhibit  under
Item 13 herein.


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

None.

                                       15

<PAGE>



                                    PART III


ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Citrus  hereby  incorporates  by reference  the sections  entitled  "Election of
Directors" and "Board of Directors  Meetings"  contained at pages 2 through 4 of
the Proxy Statement filed as an Exhibit under Item 13 herein.


ITEM 10.      EXECUTIVE COMPENSATION

Citrus  hereby   incorporates  by  reference  the  section  entitled  "Executive
Compensation"  contained at pages 5 through 6 of the Proxy Statement filed as an
Exhibit under Item 13 herein.


ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)      Security Ownership of Certain Beneficial Owners

              Citrus  hereby  incorporates  by reference  the sections  entitled
              "Election of Directors"  and "Certain  Shareholders"  contained at
              pages 2 through 4 of the Proxy Statement filed as an Exhibit under
              Item 13 herein.

     (b)      Security Ownership of Management

              Citrus  hereby  incorporates  by  reference  the section  entitled
              "Election  of  Directors"  contained  at pages 2  through 4 of the
              Proxy Statement filed as an Exhibit under Item 13 herein.

     (c)      Changes in Control

              Citrus is not aware of any  arrangements,  including any pledge by
              any person of securities of Citrus,  the operation of which may at
              a subsequent date result in a change of control of Citrus.


ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Citrus  Bank has  outstanding  loans to  certain  of Citrus  directors,
executive  officers,  their associates and members of the immediate  families of
such  directors  and executive  officers.  These loans were made in the ordinary
course  of  business,  were  made on  substantially  the same  terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with persons not affiliated with Citrus or Citrus Bank and did not
involve more than the normal risk of collectibility or present other unfavorable
features.

         Set forth on the following  page is certain  information as of December
31,  1999  concerning  loans  made by  Citrus  Bank  to  each of its  directors,
executive officers and their immediate families whose aggregate  indebtedness to
Citrus Bank exceeded $60,000 at anytime since January 1, 1999.





                           [Intentionally left blank]

                                       16

<PAGE>
<TABLE>
<CAPTION>


                                                   Largest
                                                    Amount       Balance
                                     Maturity    Outstanding      as of
                           Date of   Date of     from January    December       Interest
Name                       Loan       Loan         1, 1999       31, 1999         Rate         Type
----                       ----       ----         -------       --------         ----         ----
<S>                        <C>       <C>       <C>              <C>             <C>       <C>

Robert L. Brackett         5/97      6/02      $    245,000     $          0     8.50%        Commercial
                           6/97      6/02           332,247          318,439     9.00%        Commercial
                           3/98      1/08           110,620                0     8.00%        Commercial
                           3/99      4/14           573,552          560,414    7.875%        Commercial
                           7/99      7/01           245,000          200,000     8.50%    Line of Credit
                           4/90       N/A            13,390            1,308    13.44%       Credit Card
                                               ------------     ------------
                                               $  1,519,809     $  1,080,161
                                               ============     ============

S. Hallock duPont, Jr     11/98     11/06      $    25,000      $          0     9.50%    Line of Credit
                          12/98      1/02          390,000           342,492     9.50%        Commercial
Europa Corp.               3/98      3/00          250,000           242,000     8.50%        Commercial
                           4/99      5/02          260,202           110,706    10.00%        Commercial
                           4/99      7/13           46,303            45,740     8.25%       Real Estate
Recourse Loans             Var.      Var.           62,511            11,914      Var.          Consumer
                                               -----------       -----------
                                               $ 1,034,016       $   752,582
                                               ===========       ===========

Hubert Graves, Jr          1/92       N/A      $     5,000       $     2,467    13.44%       Credit Card
Hubert Graves &
Alice Julia Graves         1/92      2/22           94,919            93,078    8.625%       Real Estate
                                               -----------       -----------
                                               $    99,919       $    95,545
                                               ===========       ===========

Earl H. Masteller          2/95      2/10      $    64,985       $         0     9.75%       Real Estate
                           9/93     10/08          139,290                 0     6.75%       Real Estate
                           2/99      3/14          200,000           193,482    6.625%       Real Estate
                           1/00      2/10            7,738               297     9.00%    Line of Credit
                           4/90       N/A           15,067                 0    13.44%       Credit Card
Masteller & Moler, Inc.    7/99      7/01           18,815            18,815     9.50%        Commercial
                           5/97      6/00            3,428             1,001     9.25%        Commercial
                           6/97      6/99              982                 0     9.25%        Commercial
                           9/97      9/99            1,535                 0     9.25%        Commercial
                          11/99     11/04           33,750            33,287    7.875%          Consumer
                           4/91       N/A            5,111             2,887    13.44%       Credit Card
                           4/91       N/A            5,068               273    13.44%       Credit Card
                           1/94       N/A            1,593                 0    15.00%       Credit Card
                           5/97       N/A            2,007               188    15.00%       Credit Card
Masteller, Moler &        11/95     11/00           36,905            17,814     9.50%        Commercial
Reed, Inc.                 3/99      9/01           10,044             7,267     8.25%        Commercial
                           7/99      7/01           15,962                 0     9.50%        Commercial
                           7/96      7/99            1,809                 0     9.00%        Commercial
                          10/96     10/99            6,573                 0     9.00%        Commercial
                           7/97      7/00            5,624             2,175     9.00%        Commercial
Walsh Environmental       12/99      1/01           18,338            18,256    10.00%        Commercial
Services, Inc.            12/99     12/04           32,409            32,409     9.50%        Commercial
                           7/97       N/A            5,000             4,408    13.44%       Credit Card
                           6/98      6/02           10,508             7,789     8.75%        Commercial
                          12/99      1/00            5,500             5,500     9.50%        Commercial
                                               -----------       -----------
                                               $   648,041       $   345,848
                                               ===========       ===========

Louis L. Schlitt          11/98     12/00      $    44,598       $    41,234     9.50%    Line of Credit
                          10/90       N/A            5,217               676    13.44%       Credit Card
CFC Unit 201 Corp.         5/98      5/02          515,842           508,874     8.50%       Real Estate
Schlitt Insurance          6/99      6/01           44,264            44,264     9.00%        Commercial
Services, Inc.            10/90       N/A            5,011             4,685    13.44%       Credit Card
                                               -----------       -----------
                                               $   614,932       $   599,733
                                               ===========       ===========

</TABLE>

                                       17

<PAGE>
<TABLE>
<CAPTION>



                                                   Largest
                                                    Amount       Balance
                                     Maturity    Outstanding      as of
                           Date of   Date of     from January    December       Interest
Name                        Loan      Loan         1, 1999       31, 1999        Rate          Type
----                        ----      ----         -------       --------        ----          ----
<S>                       <C>       <C>        <C>               <C>            <C>       <C>

Walter E. Smith, Jr.       3/94      3/99      $   199,000       $   189,000     8.50%        Commercial
                           7/90       N/A           50,000             1,957    13.44%       Credit Card
Sherry Smith &             1/92       N/A            6,000             1,443    13.44%       Credit Card
Walter Smith
Walter Smith &            10/90       N/A            8,000                 0    13.44%       Credit Card
Sheila Gallira
Southeast Interstate       6/95       N/A           10,336               436    13.44%       Credit Card
Services                   6/95       N/A            9,296             3,312    13.44%       Credit Card
                           6/95       N/A            8,148             3,702    13.44%       Credit Card
                           6/95       N/A            5,000             4,387    13.44%       Credit Card
                           6/95       N/A            5,000             4,291    13.44%       Credit Card
                           8/91       N/A            5,000             2,820    13.44%       Credit Card
                           7/90       N/A            5,000                 0    13.44%       Credit Card
                           4/99     10/06          760,000           714,083     8.50%        Commercial
                           7/99      7/01          277,141           102,141     9.00%       Real Estate
                                               -----------       -----------
                                               $ 1,347,921       $ 1,027,572
                                               ===========       ===========

</TABLE>


                                       18

<PAGE>



ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM  8-K.

(a)       Exhibits.  The following  exhibits are filed with or  incorporated  by
          reference  into this  report.  The  exhibits  which are  denoted by an
          asterisk  (*)  were  previously  filed as a part  of,  and are  hereby
          incorporated by reference from either (i) a Registration  Statement on
          Form -18 under the  Securities  Act of 1933 for Citrus,  as filed with
          the Securities and Exchange Commission on June 30, 1989,  Registration
          No. 33-29696-A (referred to as "S-18"),  (ii) an Annual Report on Form
          10-KSB (10-K), (iii) the quarterly report filed on Form 10-QSB for the
          quarter ended March 31, 1995 (10-Q) or (iv) a  Registration  Statement
          on Form SB-2 filed under the  Securities  Act of 1933 for  Citrus,  as
          filed with the Securities and Exchange Commission on October 28, 1999,
          Registration  No.  333-67613.  The exhibit  numbers  correspond to the
          exhibit numbers in the referenced documents.


Exhibit No.     Description of Exhibit

   *3.1         Articles of Incorporation dated May 19, 1989 (S-18)

   *3.2         By-laws adopted June 29, 1989 (S-18)

   *3.3         Amendments to bylaws adopted March 16, 1995 (1995 10-Q)

   *4.1         Specimen Common Stock Certificate (1999 SB-2)

  *10.3         Employment  Agreement dated July 11, 1991 between Registrant and
                Randy J. Riley (1992 10-K)

  *10.4         Employment  Agreement dated July 11, 1991 between Registrant and
                Henry O. Speight (1993 10-K)

  *10.5         Employment letter with Walter A. Alvarez (1999 SB-2).

   22.1         Citrus' 2000 Annual Meeting Proxy Statement.

   22.2         Citrus' 1999 Annual Report for the year ended December 31, 1999.

   23.1         Consent of Independent Auditors


(b)      Reports on Form 8-K.
         --------------------

         No current  reports  on Form 8-K  were filed by Citrus  during the last
         fiscal quarter covered by this report.


                                       19

<PAGE>



                                                    SIGNATURES

Pursuant to the requirements of Section 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.

                                           CITRUS FINANCIAL SERVICES, INC.

Dated:  March 24, 2000                     By:   /s/ Josh C. Cox, Jr.
                                           --------------------
                                           Josh C. Cox, Jr.
                                           President and Chief Executive Officer

Dated:  March 24, 2000                     By:   /s/ Henry O. Speight
                                           --------------------
                                           Henry O. Speight
                                           Executive Vice President and Chief
                                           Financial Officer

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:


/s/ Robert L. Brackett                     March 24, 2000
----------------------
ROBERT L. BRACKETT
Class II Director


/s/ Josh C. Cox, Jr.                       March 24, 2000
-------------------
JOSH C. COX, JR.
President, Chief Executive Officer
and Class III Director

/s/ S. Hallock duPont, Jr.                 March 24, 2000
-------------------------
S. HALLOCK duPONT, JR.
Class III Director


/s/ Hubert Graves, Jr.                     March 24, 2000
---------------------
HUBERT GRAVES, JR.
Class I Director


/s/ Roy H. Lambert                         March 24, 2000
-------------------
ROY H. LAMBERT
Class II Director


/s/ Earl H. Masteller                      March 24, 2000
----------------------
EARL H. MASTELLER
Class I Director

/s/John A. Purdie                          March 24, 2000
------------------
JOHN A. PURDIE
Class I Director


/s/ Louis L. Schlitt                       March 24, 2000
-------------
LOUIS L. SCHLITT
Class III Director


                                       20

<PAGE>



/s/ Walter E. .Smith, Jr.                  March 24, 2000
-------------------------
WALTER E. SMITH, JR.
Class I Director


/s/ James R. Thompson                      March 24, 2000
----------------------
JAMES R. THOMPSON
Class II Director


SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

No annual report or proxy  material has been sent to security  holders as of the
date of filing  this  report.  An annual  report  and  proxy  materials  will be
furnished to security holders  subsequent to the filing of this Annual Report on
Form 10- KSB.  Citrus'  Proxy  Statement  and 1999 Annual Report are included as
Exhibits 22.1 and 22.2 of this filing.


                                       21

<PAGE>



                                                                    Exhibit 23.1





                         Consent of Independent Auditors



We agree to the  incorporation by reference into this Form 10-KSB of our report,
dated January 21, 2000, of our audit of the consolidated financial statements of
Citrus  Financial  Services,  Inc. and Subsidiary  included in the Citrus Annual
Report for the year ended December 31, 1999.


/s/ STEVENS, SPARKS & COMPANY, P. A.
STEVENS, SPARKS & COMPANY, P. A.
Jacksonville, Florida
March 20, 2000





                                       22

<PAGE>



                         CITRUS FINANCIAL SERVICES, INC.
                           1717 Indian River Boulevard
                            Vero Beach, Florida 32960


                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 24, 2000


Solicitation and Voting of Proxies

         This  proxy  statement  and  the  accompanying  proxy  card  are  being
furnished to shareholders of Citrus Financial  Services,  Inc.  ("Citrus" or the
"Company")  in  connection  with the  solicitation  of  proxies  by the Board of
Directors to be used at the company's  annual meeting of  shareholders  ("annual
meeting") or any adjournment thereof. The annual meeting will be held on Monday,
April 24, 2000, at 5:00 p.m., local time, at the Corporate  Office,  1717 Indian
River Boulevard, Suite 100, Vero Beach, Florida.

         Regardless  of the  number  of  shares of  common  stock  owned,  it is
important that  shareholders  be represented by proxy or in person at the annual
meeting.  Shareholders  are requested to vote by completing  the enclosed  proxy
card and returning it signed and dated in the enclosed postage prepaid envelope.
Shareholders  are  urged  to  indicate  the way they  wish to vote in the  space
provided on the proxy card.  Proxies  solicited by the Board of Directors of the
company will be voted in accordance with the directions given therein.  Where no
instructions are indicated,  proxies will be voted "FOR" the management director
nominees set forth below;  "FOR" the ratification of Stevens,  Sparks & Company,
P.A., as the independent  auditors of Citrus for the fiscal year ending December
31, 2000;  and if  necessary,  "FOR"  approval to adjourn the annual  meeting to
further solicit proxies.

Revocation of Proxy

         A shareholder's  presence at this annual meeting will not automatically
revoke  his or her proxy.  Shareholders  may revoke a proxy at any time prior to
its  exercise by filing with the  Secretary  of the company a written  notice of
revocation,  by delivering to the company a duly executed  proxy bearing a later
date, or by attending the annual meeting and voting in person.

Voting Securities

         The  securities  which may be voted at this annual  meeting  consist of
shares of common stock of Citrus ("common  stock") with each share entitling its
owner to one vote for the election of directors  and any other  matters that may
come before the annual  meeting.  The close of business on March 10,  2000,  has
been fixed by the Board of Directors as the record date ("record  date") for the
determination  of shareholders  entitled to notice of and to vote at this annual
meeting and any adjournment thereof. The total number of shares of the company's
common stock  outstanding on the record date was 1,332,118 shares which are held
by approximately 411 shareholders.


<PAGE>



         The  presence,  in person or by proxy,  of at least a  majority  of the
total number of outstanding  shares of common stock is necessary to constitute a
quorum at the annual meeting.  In the event there are not sufficient votes for a
quorum to approve any  proposal at the time of the annual  meeting,  this annual
meeting may be adjourned in order to permit further solicitation of proxies.

Certain Shareholders

         As of March 10, 2000, no persons or apparent  groups of persons,  other
than  officers or directors of the company and Citrus Bank,  N.A.  (the "Bank"),
are  known  by  management  to own  beneficially  five  percent  or  more of the
outstanding shares of Citrus' common stock.

                       PROPOSAL I - ELECTION OF DIRECTORS

         The Board of Directors of Citrus, as proposed herein,  will be composed
of ten members.  The Board of  Directors  is divided into three  classes and the
terms  of each  class  are  staggered  so that  approximately  one-third  of the
directors are elected each year. Terms for directors are three years.  Currently
there are four Class I directors,  three Class II directors, and three Class III
directors.  Four Class I directors have been nominated by the Board to stand for
election at this annual meeting.

          Management's  nominees to fill the three-year terms are Hubert Graves,
Jr., Earl H.  Masteller,  Walter E. Smith,  Jr. and John A. Purdie,  all of whom
are presently directors of Citrus.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the election of said nominees unless otherwise indicated. If
any nominee is unable to serve, the shares represented by all valid proxies will
be voted for the election of such substitute as the Board may recommend. At this
time the Board of Directors knows of no reason why any nominee might not be able
to serve.

         The Board of Directors recommends that shareholders vote
         "FOR" election of the nominees.

         The following  table  describes the period that each nominee has served
as a director of Citrus,  his position  and offices  held with the company,  his
principal occupation or employment, and further contains information as of March
10, 2000,  with  respect to the  beneficial  ownership  (as such term is defined
under the Rules and  Regulations of the Securities  Exchange  Commission) of the
company's common stock held by each nominee,  each director,  plus the number of
shares  that  person has the right to acquire  within the next 60 days,  and all
directors as a group.


                                        2

<PAGE>
<TABLE>
<CAPTION>



Name, age, principal                                    Current     Number                   Percent of
occupation, directorships and              Director      Term      of Shares    Right to     Beneficial
business experience                          Since      Expires     Owned(1)   Acquire(2)   Ownership(3)
------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>          <C>            <C>

Management's nominees for three-year term:

Class I Directors

Hubert Graves, Jr., age 69.                  1989       2000       149,657         0           11.23%
President of Hubert Graves Citrus,
Inc. since 1965.  President of HGX,
Inc. since 1977.

Earl H. Masteller, age 61.                   1989       2000        45,062         0            3.38%
President of Masteller & Moler
Associates, Inc., since 1985.  Vice
President of Masteller, Moler and
Reed, Inc., since 1987.

Walter E. Smith, Jr., age 59.                1990       2000       120,231         0            9.03%
Owner and  operator  of Travel
Centers  of  America  in  Florida,
Georgia  and Tennessee since 1973.

John A. Purdie, age 57.                      1999       2000        53,909         0            4.05%
President of Regency Windsor
Capital, Inc. since 1984.

Continuing directors:
Class II Directors

Robert L. Brackett, age 65.                  1989       2001       111,279         0            8.35%
Chairman of the Board of the
company and the Bank since 1990.
Treasurer and Director of Credit
Data Services, Inc. since 1997.

Roy H. Lambert, age 69.(4)                   1994       2001       219,900         0           16.51%
Chairman of Regency Windsor, Inc.
since 1974.

James R. Thompson, age 71.(5)                1990       2001       222,437         0           16.70%
Consulting Engineer for Regency
Windsor Capital, Inc. since 1988.
President of Regency Acquisitons,
Inc. from 1980 to 1988.  Advisor to
Chairman of Regency Windsor
Management Co. since 1996.
</TABLE>



                                        3

<PAGE>
<TABLE>
<CAPTION>



Name, age, principal                                    Current     Number                   Percent of
occupation, directorships and              Director      Term      of Shares    Right to     Beneficial
business experience                         Since       Expires     Owned(1)   Acquire(2)   Ownership(3)
-------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>        <C>            <C>


Class III Directors

Josh C. Cox, Jr., Age 58.                    1993       2002          158       26,400          1.95%
President and Chief Executive
Officer of the company since June
1994. Vice Chairman and Chief
Executive Officer of the Bank
currently.  Bank Consultant since
1976.  President and Chief Executive
Officer of First Guaranty Bank,
Hammond, Louisiana from 1986 to
1991.

Louis L. Schlitt, Age 64.                    1989       2002        72,245         0            5.42%
Past President of Schlitt Insurance
Services, Inc. and Louis Schlitt, Inc.
with 43 years experience in
insurance and investments.
Currently retired and managing personal
real estate investments.

S. Hallock duPont, Jr., age 64.              1999       2002        83,063      29,288          8.25%
President and CEO of Europa Corp since
1962.

All Directors & Executive Officers                                 864,492     102,499         67.40%
as a group (16 persons)
-----------------------------------
<FN>
(1)   Includes shares for which the named person:
      o has sole voting and investment power
      o has shared voting and investment power with a spouse, or
      o holds in an IRA or  other  retirement  plan  program,  unless  otherwise
        indicated  in  these  footnotes.
      Does  not  include  shares  that  may be acquired:
      o by  exercising  stock  options,  or o  under  stock  purchase  warrants.
(2)   Includes shares that may be acquired within the next 60 days:
      o by exercising vested stock options, or
      o under  presently   exercisable   stock  purchase  warrants  granted   in
        connection with Citrus'  initial stock  offering.
(3)   Table computed on 864,492 shares actually owned, plus 29,886 shares  which
      may  be  acquired  under  presently  exercisable  stock  purchase warrants
      granted in connection  with Citrus' initial stock offering,  72,613 shares
      which  may  be acquired  under  presently  exercisable stock  options  and
      1,332,118 total shares,  all as outstanding on the record date.
(4)   Includes 219,742 shares owned by  the Revocable Trust of Roy H. Lambert of
      which Mr. Lambert is the beneficiary, and 158 shares owned  by Mr. Lambert
      individually.
(5)   Includes 219,742 shares owned by the Revocable Trust of Roy H. Lambert, of
      which Mr.Thompson is the sole Trustee and for which Mr. Thompson disclaims
      beneficial ownership.  Includes 2,695 shares owned jointly by Mr. Thompson
      and his wife.
</FN>
</TABLE>

Board of Directors Meetings

      Citrus conducts its business  through  meetings of the Board of Directors.
During the fiscal year ended December 31, 1999, the Board of Directors held five
meetings.  No  director  of the  Company  attended  fewer  than 75% of the total
meetings of the Board of Directors.

                                        4

<PAGE>



Committees of the Board of Directors

      The Board of Directors of the Company does not have standing Committees.

Directors' Compensation

      Citrus paid director fees of $10,000 to its Directors for the period ended
December  31,  1999,  and  Citrus  Bank paid  director  fees of  $46,000  to its
Directors for the same period.

Non-Qualified Stock Options

      Citrus does not have a qualified  incentive stock option plan.  Citrus has
granted  non-qualified  stock  options to certain of its employees in accordance
with the  following  schedule  (rounded to whole  shares and  adjusted for stock
splits):
<TABLE>
<CAPTION>


                        Date of            No. of    Exercise      No. of       Expiration
   Officers              Grant             Shares     Price      Shares Vested     Date
   --------              -----             ------     -----      -------------     ----
<S>                  <C>                  <C>         <C>         <C>           <C>
Josh Cox, Jr.        December 14, 1995    26,400       6.31       26,400        July 11, 2001
Randy J. Riley       April 13, 1990        9,395       6.31        9,395        April 13, 2000
                     July 11, 1991         8,712       6.31        8,712        July 11, 2001
Henry O. Speight     April 13, 1990        9,394       6.31        9,394        April 13, 2000
                     July 11, 1991         8,712       6.31        8,712        July 11, 2001
Walter A. Alvarez    January 1, 1999      25,000      10.00        5,000        December 31, 2008

John M. Tench        July 5, 1999         25,000      10.75        5,000        July 5, 2009

</TABLE>

Executive Compensation

         The table  below  identifies  the  Chief  Executive  Officer  and other
principal  officers of Citrus or of its wholly  owned  subsidiary  Citrus  Bank,
whose total annual cash  compensation  exceeded  $100,000 during the fiscal year
ended December 31, 1999.
<TABLE>
<CAPTION>

                           Summary Compensation Table
--------------------------------------------------------------------------------------------------------


                                              Annual Compensation              Long-term compensation
Name and                                                   Other annual                      All other
principal position         Year       Salary      Bonus    compensation    Stock options    compensation
------------------         ----    ------------   -----    ------------    -------------    ------------
<S>                        <C>      <C>           <C>       <C>                <C>              <C>

Josh C. Cox, Jr.           1999     $160,000(1)    None     $21,558(2)         None             None
President and Chief        1998     $160,000       None     $20,285            None             None
Executive Officer since    1997     $160,000       None     $18,852            None             None
July 1, 1994

Walter A. Alvarez          1999     $125,000      $12,500(3)   None            5,000            None
President of the Bank's
Miami Region since
January 1, 1999

[Footnotes follow this page]



                                        5

<PAGE>
<FN>

(1)  Mr.  Cox's  annual base salary for the fiscal year 2000 is  $160,000.  This
     base salary is  considered  to be  compensation  for Mr.  Cox's  service as
     President and Chief Executive  Officer of the Company and Vice Chairman and
     Chief Executive Officer of the Bank.
(2)  Other annual compensation includes $8,466 which is the value of the cost to
     Citrus of the use of a Bank  owned  automobile,  director  fees of  $6,000,
     annual club dues of $6,152 and miscellaneous employee benefits of $940.
(3)  Mr. Alvarez's bonus is  for the  opening of  the loan  production office in
     Miami.  Another $12,500 is  to be awarded  when the LPO  becomes a  de novo
     bank.
</FN>
</TABLE>

Benefits

     Insurance:  Citrus  Bank's  full-time  officers and  employees are provided
hospitalization,   major  medical,   short  and  long-term  disability,   dental
insurance, and term life insurance under group plans on generally the same basis
to all full-time employees. The Bank pays 95% of the costs of this insurance.

     Bonuses:  Neither the Company nor the Bank has an established  bonus policy
for employees;  however, the Bank's Board of Directors awarded $7,000 in bonuses
to employees of the Bank during the year ended December 31, 1999, in addition to
the  $12,500  bonus  awarded to Mr.  Alvarez  for  opening the Miami LPO and the
$7,000  signing bonus  awarded to Mr. Tench.  The payment of any bonus is at the
sole discretion of the Board of Directors.

     401(k)  Plan:  During 1990 Citrus Bank  adopted a 401(k) Plan (the  "Plan")
which covers all of the  employees  of the Bank who have  completed at least one
year of service and who are at least 20 years of age. The effective  date of the
Plan was January 1, 1990.  Eligible  employees who choose to  participate in the
Plan may contribute  from 1% to 15% of their annual base salary to the Plan. The
Bank may match up to 100% of all  employee  contributions  which are equal to or
less  than  $10,000  of base  salary.  In  addition,  the Bank may elect to make
additional  contributions  to the Plan  based  upon the  Bank's  annual  profit.
Contributions made by the Bank do not vest in an individual  employee until that
employee  has 2 years of service,  at which time 25% of  contributions  made are
earned.  For each additional year of service,  an employee will earn another 25%
until  the end of year  five  when an  employee  will be 100%  vested.  The Bank
contributed  $11,000 to match 25% of employees' 1998  contributions  to the Plan
for the fiscal year ended December 31, 1998. There was no Bank  contribution for
the year ended December 31, 1999.


                      PROPOSAL II - APPOINTMENT OF AUDITORS
                    FOR FISCAL YEAR ENDING DECEMBER 31, 2000

         Citrus'  independent  auditors  for the fiscal year ended  December 31,
1999,  were  Stevens,  Sparks & Company,  P.A. The Board of Directors  appointed
Stevens,  Sparks & Company,  P.A. to be its independent  auditors for the fiscal
year ending December 31, 2000, subject to shareholder  approval. A member of the
firm will be present at the annual meeting to respond to shareholders  questions
and will have the opportunity to make a statement if he so desires.

          The Board of Directors  recommends  that  shareholders  vote
          "FOR" the ratification of the appointment of Stevens, Sparks
          & Company,  P.A. as independent auditors for the fiscal year
          ending December 31, 2000.

                                        6

<PAGE>



                  PROPOSAL III - ADJOURNMENT OF ANNUAL MEETING

         The Board of  Directors  of Citrus  seeks your  approval to adjourn the
annual  meeting in the event that the  number of proxies  sufficient  to approve
Proposals  I and II are not  received  by April  25,  2000.  In order to  permit
proxies that have been  received by Citrus at the time of the annual  meeting to
be voted, if necessary,  for  adjournment,  Citrus is submitting the question of
adjournment to permit further  solicitation  of proxies as a separate matter for
your  consideration.  If it is necessary  to adjourn the annual  meeting and the
adjournment  is for a period  of less  than 30 days,  no  notice of the time and
place of the  adjourned  meeting need be given the  shareholders,  other than an
announcement made at the annual meeting.

          The  Board  of  Directors  recommends  that  shareholders
          vote  "FOR" approval to adjourn the Meeting.

Solicitation

         The cost of soliciting  proxies on behalf of the Board of Directors for
the  annual  meeting  will be borne  by  Citrus.  Proxies  may be  solicited  by
directors,  officers,  or regular  employees  of the  company or Citrus  Bank in
person or by telephone,  telegraph or mail.  Citrus will request persons,  firms
and  corporations  holding  shares  in  their  names,  or in the  names of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial  owners, and will reimburse such holders for
their reasonable out-of-pocket expenses in doing so.

Shareholder Proposals

         In order to be eligible  for  inclusion in Citrus'  proxy  material for
next year's annual meeting of  shareholders,  any  shareholder  proposal to take
action at such annual  meeting must be received at the  corporate  office of the
company,  1717 Indian River Boulevard,  Suite 100, Vero Beach, Florida 32960, on
or before  January 22, 2001.  Proposals  must comply with the  provisions  of 17
C.F.R.  Section  240.14a-8  ("Rule  14a") of the  rules and  regulations  of the
Securities  and  Exchange  Commission  in order to be included in the  company's
proxy materials.

         New  business  may be  taken up at the  annual  meeting,  provided  the
proposal  is stated in writing  and filed with the  Secretary  of the company at
least five days before the annual  meeting.  Any  shareholder may make any other
proposal at the annual meeting and the same may be discussed and considered, but
unless  stated in writing and filed with the  company's  Secretary  by the above
date, such proposal shall be laid over for action at an adjourned annual meeting
or at a Special Meeting taking place 30 or more days thereafter.  This provision
does not prevent the  consideration  and approval or  disapproval  at the annual
meeting of reports of officers,  directors,  and  committees;  but in connection
with such reports,  no new business  shall be acted upon at such annual  meeting
unless stated and filed as provided herein.

Financial Statements

         A copy of the  Annual  Report for the fiscal  year ended  December  31,
1999,  accompanies  this proxy statement.  The Annual Report includes  financial
statements, which information is incorporated herein by reference.


                                        7

<PAGE>


Report on Form 10-KSB

         Shareholders of Citrus can obtain a copy of the company's Annual Report
for the fiscal year ended  December 31,  1999,  on Form 10-KSB as filed with the
Securities and Exchange  Commission by making a written request  therefor to the
company,  Attention:  Henry O.  Speight,  Executive  Vice  President  and  Chief
Financial Officer,  1717 Indian River Boulevard,  Suite 100, Vero Beach, Florida
32960.  Copies  of  exhibits  and basic  documents  filed  with  that  report or
referenced  therein will be furnished to  shareholders  of record upon  request.
Copies  may also be  obtained  from the  Securities  and  Exchange  Commission's
Internet web site located at www.sec.gov.

Other Matters

         The Board of Directors  knows of no other matters to be brought  before
the annual  meeting.  However,  if other  matters  should come before the annual
meeting,  it is the intention of the persons named in the enclosed form of proxy
to vote the  proxy in  accordance  with  their  judgment  of what is in the best
interest of the company.

                                                 Citrus Financial Services, Inc.



Vero Beach, Florida
March 27, 2000


                                        8

<PAGE>



                                        1

Corporate Profile

Citrus Financial  Services,  Inc.  (Citrus),  the parent company of Citrus Bank,
National  Association,  has  three  full-service  banking  offices  and two loan
production offices.  Two of the full-service offices are located in Indian River
County, one in Vero Beach and one in Sebastian.  The third full-service location
is in Barefoot Bay, which is in adjacent  Brevard  County.  The loan  production
offices  are located in Sebring  and Miami,  Florida.  Citrus has $88 million in
consolidated  assets. The principal business  activities for Citrus Bank include
offering a wide range of  FDIC-insured  deposit  products and  commercial,  real
estate and consumer loans, as well as full service mortgage banking  activities.
In addition,  Citrus offers armored car services for its  commercial  clientele.
Citrus' stock is closely held and not traded on any national market.


Contents
To Our Stockholders and Friends..................             2
Consolidated Financial Highlights................             3
What's New with Services and Markets.............             4
Management's Discussion and Analysis.............             5
Independent Auditors' Report.....................             31
Consolidated Financial Statements................             32
Notes to Consolidated Financial Statements.......             36
Board of Directors...............................             53
Officers.........................................             55
Shareholder Information..........................             56



<PAGE>


To Our Stockholders and Friends

Preparing for the Future,  Sometimes a Bumpy Road:  Late in 1998,  your Board of
Directors and Management filed a registration  statement with the Securities and
Exchange  Commission  to offer  additional  shares of Citrus common stock to the
public. Our plan was to use the additional capital to expand the Company's reach
by establishing new banks and branches in other Florida communities.  We engaged
professional  investment  bankers  to sell the stock and begin to make plans and
employ  staff  to fund  our new  expansion.  By the  time  our  offering  passed
regulatory  review and could be offered for sale,  the market for community bank
stock had softened and sales lagged  expectations.  In December,  we  determined
that the issue had languished too long; its ultimate success was unlikely and we
terminated the public offering.  As a result,  the costs related to the offering
of $337,000  and the  organizational  expenses of the  proposed  Sebring bank of
$79,000 were expensed for a total of $416,000.

Several problem loans surfaced during the year that reflected in $735,000 in net
loan losses.  These losses necessitated a provision for loan losses of $675,000.
Most  of the  losses  related  to  five  loan  relationships  with  the  largest
relationship  filing  bankruptcy  resulting in a loss of $323,000.  While we are
hopeful  that we can  successfully  recover a portion of these  losses,  we have
adjusted  our reserve for loan losses and charged off all or that portion of the
loans for which we cannot  readily  identify  collateral  value.  Putting  these
events together in the same year further reduced our earnings and left us with a
net loss of $276,000 for 1999.

Investing  for the Future:  In  December,  Citrus'  organizers  exercised  their
warrants early and contributed $2,239,000 in capital. The Board of Directors and
other  organizers  wanted to show their support for the future of the Company in
spite  of a  disappointing  year.  While  our  plans  and  aspirations  have not
materialized  for  1999,  our  hopes  are  now on the  future  as we  return  to
profitability and put the difficulties of 1999 behind us.

Our  investment in new  technology  paid off in 1999 as we passed through to the
new century  without any of the highly  touted  Year 2000  problems.  In October
1998,   management    established   in-house   computer   operations   utilizing
state-of-the-art  computer services to our customers and processing all customer
accounts  internally.  This  investment has provided the Bank with the latest in
banking  technology,  as well as the  flexibility  to meet customer  demands for
quality banking services.

Thank You:  The support we have  received  from our  stockholders  and our local
community  has been an  important  ingredient  in our growth.  On behalf of your
Staff, Officers, and Board of Directors, thank you.

                                   Sincerely,



Robert L. Brackett, Chairman of the Board      Josh C. Cox, Jr., President & CEO

                                       2

<PAGE>


Consolidated Financial Highlights: Citrus Financial Services, Inc.

SUMMARY OF FINANCIAL DATA
(Dollars in thousands, except per share figures)
<TABLE>
<CAPTION>
                                                                                 At or For the Period Ended
                                                                                   --------------------------
                                                                                            December 31,
                                                                                            ------------
At the Period End:                                                                      1999             1998
                                                                                        ----             ----
<S>                                                                                <C>              <C>
Assets..........................................................................   $   88,059       $   84,051
Loans held for investment.......................................................   $   67,750       $   53,009
Loans held for investment, net of allowance for credit losses...................   $   67,349       $   52,548
Deposits........................................................................   $   79,091       $   76,703
Stockholders' equity............................................................   $    8,367       $    6,447
Book value per share............................................................   $     6.40       $     6.77
Shares outstanding..............................................................    1,307,167          952,296
Outstanding warrants to purchase one share of
   common stock.................................................................      114,901          469,772
Vested stock options outstanding................................................       72,613           62,613
Equity-to-assets ratio..........................................................        9.50%            7.67%
Nonperforming assets-to-total assets ratio......................................        0.52%            1.06%

For the Period:                                                                        Year Ended December 31,
---------------                                                                        -----------------------
                                                                                        1999             1998
                                                                                        ----             ----
Total interest income...........................................................   $    6,500       $    6,452
Net interest income before provision............................................   $    3,596       $    3,511
Net income (loss)...............................................................   $    (276)       $      564
Return on average assets........................................................       -0.33%            0.72%
Return on average equity........................................................       -4.09%            9.13%
Average equity-to-average assets ratio..........................................        8.12%            7.92%
Noninterest expenses to average assets..........................................        4.66%            3.86%

Yield and Rates:
Loans held for investment.......................................................         9.1%             9.9%
Securities......................................................................         5.5%             5.4%
Other interest-earning assets...................................................         7.3%             7.9%
All interest-earning assets.....................................................         8.6%             9.0%
Deposits........................................................................         4.5%             4.8%
Other borrowed funds............................................................         5.4%             5.5%
Net interest margin.............................................................         4.7%             4.9%

</TABLE>
                                       3

<PAGE>


What's New with Services and Markets

Loan  Production  Offices:  In January  1999  Citrus  Bank opened its first loan
production office in Miami,  Florida. This Miami location was in anticipation of
opening  a  full-service  de novo  bank  later in  1999.  That new bank has been
postponed but the loan production office continues to generate loans. By the end
of January 2000,  the Miami Office has generated  $1.8 million in new loans.  To
accommodate another de novo bank opening in Sebring,  Florida,  Citrus purchased
land  and  other  assets  from  The  Commercial  Bank of  Highlands  County  (In
Organization)  and opened a loan production  office in June 1999. Plans for a de
novo bank at this  location  have been  postponed  although the loan  production
office continues. The facility now employs three full time employees and is well
served by a local board of directors. Since June this loan production office has
produced $3.8 million in new loans.

Pickups and  Deliveries:  The Company  completed its second year of its uniquely
competitive,  fully staffed,  professional armored car service designed to cater
to  commercial  clientele.  Additional  corporate  clients  have been added that
include small retail clients up to large  "entertainment  center"  clients.  The
armored  car service  continues  to be  multi-faceted,  meeting the needs of the
small family business as well as the large corporate client. Our corporate focus
has  been,  since  our  inception,  to  be a  full  service  commercial  banking
enterprise,  specializing  in small to  medium  business,  and our  armored  car
service clearly demonstrates that commitment.

Developing Our Existing Markets:  Our Barefoot Bay Center,  opened in late 1996,
provides full service banking to this retirement community.  By the end of 1999,
this Center had garnered $20 million in deposits.  Our Sebastian  Center,  which
opened a few years  earlier,  had deposits of $16 million at the end of December
1999.  Our Vero Beach Center  reached $43 million at the end of the year.  These
Centers  provide  the  source  of  funding  for our loan  programs  in the local
community.  The local  residents have been very  supportive of these Centers and
have welcomed Citrus Bank into their marketplace.

What's in the  Future?  In the new  century,  a dynamic  organization  will be a
prerequisite for continued success.  Our Company is no different.  To ensure our
success,  Citrus has put $2 million in new capital  into Citrus  Bank.  This new
capital will help Citrus Bank develop a progressive  future with expansive goals
that will encompass growth in investments,  in deposits,  and in  profitability.
While market factors  stalled our public  offering in 1999,  additional  capital
from our warrant holders has provided adequate  capitalization for the expansion
of Citrus Bank. Our future, like the future of all service industries, relies on
the vision of its leadership and the delivery of quality service.  At Citrus, we
deliver both.

Thanks to You: No business,  regardless  of its size,  is an island unto itself.
The  commitment of our Staff,  Management and Board of Directors is only part of
our success. Our shareholders have been there from the beginning through it all.
Thank you for your continued support.

                                       4

<PAGE>


Management's Discussion and Analysis
of Financial Condition and Results of Operations
for Citrus Financial Services, Inc.

Management's  discussion and analysis of earnings and related financial data are
presented herein to assist investors in understanding the financial condition of
Citrus  at, and the  results  of  operations  of  Citrus,  for the years  ended,
December 31, 1999 and 1998. This discussion  should be read in conjunction  with
the consolidated  financial statements and related footnotes of Citrus presented
elsewhere herein.
<TABLE>
<CAPTION>

                                                            At or For the Year Ended December 31,
                                                            -------------------------------------
                                                 1999            1998           1997           1996           1995
                                                 ----            ----           ----           ----           ----
                                                            (Dollars in thousands except per share data)
<S>                                            <C>              <C>            <C>            <C>           <C>

Statement of Operations Data:
   Total interest income                       $  6,500         $ 6,452        $ 5,514        $ 4,973        $  4,830
   Total interest expense                         2,904           2,941          2,482          2,288           2,398
   Net interest income before
          provision for credit losses             3,596           3,511          3,032          2,685           2,432
   Provision for credit losses                      675              23            269            352             100
   Net interest income after
          provision for credit losses             2,921           3,488          2,763          2,333           2,332
   Noninterest income                               503             421            399            371             328
   Noninterest expense                            3,867           3,007          2,775          2,573           2,090
   Provision for income taxes                      (167)            338            137             46             (94)
   Net income (loss)                               (276)            564            250             85             664

Balance Sheet Data:
   Total assets                                $ 88,059         $84,051        $69,098        $66,416        $ 61,498
   Earning assets                                79,516          76,470         61,599         59,901          56,708
   Investment securities                          6,675           5,982          9,283          9,499          10,318
   Loans held for investment                     67,750          53,009         49,691         46,463          41,841
   Allowance for credit losses                      401             461            431            354             373
   Loans held for sale                            1,963           8,291            847          4,561           1,559
   Deposit accounts                              79,091          76,703         62,601         58,646          53,803
   Stockholders' equity                           8,367           6,447          5,822          5,427           5,371

</TABLE>
                                       5

<PAGE>
<TABLE>
<CAPTION>


                                                            At or For the Year Ended December 31,
                                                            -------------------------------------
                                                1999             1998           1997           1996          1995
                                                ----             ----           ----           ----          ----
                                                       (Dollars in thousands except per share data)
<S>                                          <C>             <C>             <C>            <C>            <C>

Share Data:
   Basic earnings per share                  $    (0.29)     $     0.59      $     0.26     $     0.09     $     0.71
   Book value per share (period end)                6.40           6.77            6.11           5.77           5.71
   Weighted average shares outstanding               953            952             948            940            940

Performance Ratios:
Return on average assets                          -0.33%           0.72%          0.37%          0.14%          1.13%
Return on average equity                          -4.09%           9.13%          4.46%          1.55%         13.79%
Interest-rate spread during period                 4.10%           4.20%          4.17%          4.19%          4.08%
Net interest margin                                4.70%           4.92%          4.88%          4.54%          4.41%
Efficiency                                        94.34%          76.53%         80.88%         84.20%         75.72%

Asset Quality Ratios:
Allowance for credit losses to period
   end loans held for investment                   0.59%           0.87%          0.87%          0.76%          0.89%
Net charge-offs to average loans
   held for investment                             1.26%         (0.01)%          0.40%          0.84%          0.07%
Nonperforming assets to period
   end loans held for investment
   and foreclosed property                         0.68%           1.67%          3.02%          3.08%          1.68%
Nonperforming assets to period
   end total assets                                0.52%           1.06%          2.19%          2.17%          1.15%

Capital and Liquidity Ratios (Citrus Bank)
Average equity to average assets                   8.12%           7.92%          8.28%          8.96%          8.17%
Leverage (4% minimum required)                     9.34%           7.33%          7.93%          8.07%          8.49%
Risk-based capital:
     Tier I                                       11.34%           9.94%         10.82%         10.82%         11.88%
     Total                                        11.91%          10.71%         11.68%         11.56%         12.76%

</TABLE>

                                       6

<PAGE>


Overview

Citrus is a bank holding  company  which owns 100% of the common stock of Citrus
Bank. Citrus was incorporated  under the laws of the State of Florida on May 19,
1989  to  enhance  Citrus  Bank's   ability  to  serve  its  future   customers'
requirements for financial services.

Citrus  Bank began its  business  operations  on April 13,  1990 in a  permanent
facility  located at the corner of Indian River Boulevard and 17th Street,  Vero
Beach,  Florida.  The facility is a three-story  office  condominium,  the first
floor of which is owned by Citrus Bank.  Citrus Bank also leases portions of the
second floor at this location for loan  administration  and  operations.  Citrus
Bank operates a branch office at 1020 U.S. 1,  Sebastian,  Florida,  which began
operations in February 1993 and another branch office located at 1020 Buttonwood
Street,  Barefoot Bay,  Florida,  which began  operations in September  1996. In
addition, Citrus Bank operates two loan production offices. One of these offices
is located in International Corporate Park, 10165 NW 19th Street, Miami, Florida
and the other at 3900 U.S. 27 North, Sebring, Florida.


We have grown over the last two years:
<TABLE>
<CAPTION>
                                                       December 31,
                                                       ------------
                                                  1999             1997
                                                  ----             ----
                                                 (dollars in thousands)
<S>                                             <C>              <C>

     Assets                                     $ 88,059         $ 69,098
     Loans held for investment                    67,750           49,260
     Loans held for sale                           1,963              847
     Deposits                                     79,091           62,601
     Stockholders' equity                          8,367            5,822
</TABLE>

The  following  discussion  should  be read in  conjunction  with the  preceding
"Selected  Consolidated Financial Data" and Citrus' financial statements and the
financial  statement  notes and the other  financial data included  elsewhere in
this report.

Results of Operations

Net Income:  Citrus  experienced  a net loss for the period  ended  December 31,
1999, of $276,000 or $.29 per share. While net interest income increased $85,000
from last year,  it was not  adequate to fund  $675,000 in loan loss  provisions
required  during the year.  Credit  weaknesses  discovered in late 1999 required
this large provision for loan losses.  These charges reduced net interest income
after provision for loan losses to $2,921,000,  down $567,000 from $3,488,000 in
1998.  Increases in other income of $82,000 or 19% gave limited  support.  Other
expenses  increased  from  $3,007,000 in 1998 to $3,867,000 in 1999 or $860,000.
The largest part of the increased expense reflects the costs associated with the
Company's  terminated stock offering of $337,000 and organizational  expenses of
$79,000  for the  Sebring  acquisition.  Salaries  and  benefits  for  the  loan
production  offices in Sebring and Miami  accounted  for  $266,000 in  increased
salary  expenses.  Bank  premises and fixed asset  expenses  increased  $143,000
primarily from occupancy  expenses of the loan production offices of $53,000 and
increased  depreciation  expenses of $63,000.

                                       7
<PAGE>


Net  Interest  Income:  The  largest  component  of net income for Citrus is net
interest income, which is the difference between the income earned on assets and
interest  paid on  deposits  and  borrowings  used to support  its  assets.  Net
interest  income is determined  by the rates earned on Citrus'  interest-earning
assets  and the rates paid on its  interest-bearing  liabilities,  the  relative
amounts of interest-earning assets and interest-bearing  liabilities, the degree
of  mismatch   and  the   maturity   and   repricing   characteristics   of  its
interest-earning assets and interest-bearing liabilities.

Net interest  income was $2.9 million for the year ended  December 31, 1999,  as
compared to $3.5 million for the year ended  December 31, 1998. The reduction of
$567,000 or 16.3%  reflects  the  increase in the  provision  for loan losses of
$675,000.  The net interest spread,  the difference between the yield on earning
assets  and the  rate  paid on  interest-bearing  liabilities,  was 4.1% and was
comparable to a spread of 4.2% for 1998. The net interest  margin,  net interest
income divided by average interest-earning assets, was 4.7% for 1999 compared to
4.9% for 1998. The yield on average earning assets was 8.6% for 1999 compared to
9% for 1998 while at the same time the cost of interest-bearing  liabilities was
4.5% compared to 4.8% for 1998.  The net  difference of these changes  accounted
for the small  reduction in the net interest  margin for the year. The reduction
on the yield on earning assets was reflective of the reduction in loans held for
sale  during the year that  averaged $4 million.  While the  reduction  in these
loans was replaced by loans held for investment  that grew $9 million during the
period,  the yield on loans held for sale was  slightly  greater at 9.7% for the
year  compared to the loans held for  investment  at 9.1%.  The reduction in the
cost of  interest-bearing  liabilities  reflected  the  growth  of  less  costly
deposits.  Average NOW, money market,  and savings deposits were up $2.5 million
while more costly time deposits  increased  only $.8 million.  In addition,  the
cost of time deposits was reduced from 5.5% to 5.2%.

Average Balances,  Income and Expenses,  and Rates: The following table depicts,
for the  periods  indicated,  certain  information  related to  Citrus'  average
balance sheet and its average yields on assets and average costs of liabilities.
Yields are derived by dividing  income or expense by the average  balance of the
corresponding  assets or  liabilities.  Average  balances have been derived from
daily  averages and  non-accrual  loans have been included in net loans held for
investment.

                                       8
<PAGE>


Average Balances, Income and Expenses, and Rates
dollars in thousands and yields rounded)
<TABLE>
<CAPTION>

                                                                           Years Ended December 31,
                                                                           ------------------------
                                                                   1999                              1998
                                                           ----------------------            -----------------------
                                                                  Interest      Average             Interest      Average
                                                      Average       and          Yield/    Average      and        Yield/
                                                      Balance     Dividends       Rate     Balance    Dividends      Rate
                                                      -------------------------------------------------------------------
<S>                                                    <C>        <C>              <C>     <C>        <C>           <C>

Earning assets:
     Interest-earning deposits                         $    26    $      1         3.8%    $    42    $    2        4.8%
     Taxable securities                                  6,404         351         5.5%      7,990       430        5.4%
     Federal funds sold                                  5,449         271         5.0%      4,600       245        5.3%
     Loans held for sale                                 5,557         537         9.7%      9,546       879        9.2%
     Loans held for investment, net                     58,549       5,340         9.1%     49,223     4,896        9.9%
                                                        ------      ------                  ------     -----
         Total earning assets                           75,985       6,500         8.6%     71,401     6,452        9.0%
                                                                    ------                             -----
Non-earning assets                                       7,048                               6,568
                                                        ------                              ------
         Total assets                                  $83,033                             $77,969
                                                       =======                             =======

Interest-bearing liabilities:
     NOW and money market deposits                     $ 7,685         168         2.2%    $ 7,237       141        1.9%
     Savings                                             9,456         306         3.2%      7,441       248        3.3%
     Time deposits                                      45,932       2,379         5.2%     45,120     2,496        5.5%
     Other borrowings                                      947          51         5.4%      1,017        56        5.5%
                                                        ------     -------                  ------     -----
         Total interest-bearing liabilities             64,020       2,904         4.5%     60,815     2,941        4.8%
                                                                   -------                             -----

Noninterest-bearing liabilities                         12,270                              10,978
Stockholders' equity                                     6,743                               6,176
                                                        ------                              ------
         Total liabilities and stockholders' equity    $83,033                             $77,969
                                                       =======                             =======

Net interest income before provision
  for credit losses                                               $  3,596                           $ 3,511
                                                                  ========                            ======

Interest-rate spread                                                               4.1%                             4.2%
                                                                                   ====                             ====

Net interest margin                                                                4.7%                             4.9%
                                                                                   ====                             ====
Ratio of average earning assets to
   average interest-bearing liabilities                 118.7%                              117.4%
                                                        ======                              ======


                                       9

</TABLE>

<PAGE>


Analysis of Changes in Net Interest  Income:  The following  tables  present the
dollar amount of changes in interest income and interest expense attributable to
changes in volume and the amount  attributable  to changes in rate. The combined
effect in both volume and rate, which cannot be separately identified,  has been
allocated proportionately to the change due to volume and due to rate.
<TABLE>
<CAPTION>

                                                                 For the Year Ended December 31, 1999
                                                                 vs. the Year Ended December 31, 1998
                                                                    Increase (Decrease) Due to:

                                                                                     Volume/
                                                        Volume       Rate             Rate           Total
                                                        --------------------------------------------------
                                                                          (dollars in thousands)
<S>                                                     <C>         <C>             <C>             <C>
Earning assets:
   Interest-earning deposits                            $  (1)      $  --           $  --          $  (1)
   Taxable securities                                     (86)          8              (1)           (79)
   Federal funds sold                                       45         (14)            (5)             26
   Loans held for sale                                   (367)           48           (23)          (342)
   Loans held for investment, net                          923        (394)           (85)            444
                                                         -----        -----          -----          -----

         Total earning assets                              514        (352)          (114)             48
                                                         -----        -----          -----          -----

Interest-bearing liabilities:
   NOW and money market deposits                             9           22            (4)             27
   Savings                                                  66          (7)            (1)             58
   Time deposits                                            45        (135)           (27)          (117)
   Other borrowings                                        (4)          (1)           --              (5)
                                                         -----        -----          -----          -----

         Total interest-bearing liabilities                116        (121)           (32)           (37)
                                                         -----        -----          -----          -----

         Net interest income before                     $  398      $ (231)         $ (82)         $  85
                                                         =====        =====          =====          =====
            provision for credit losses
</TABLE>

                                       10

<PAGE>

<TABLE>
<CAPTION>

                                                                 For the Year Ended December 31, 1998
                                                                 vs. the Year Ended December 31, 1997
                                                                    Increase (Decrease) Due to:

                                                                                    Volume/
                                                  Volume            Rate             Rate        Total
                                                  ----------------------------------------------------
                                                                     (dollars in thousands)
<S>                                                <C>              <C>             <C>         <C>
Earning assets:
   Interest-earning deposits                       $  (1)           $  (1)          $   1       $   (1)
   Taxable securities                                (89)             (30)              5         (114)
   Federal funds sold                                 106             --              (1)          105
   Loans held for sale                                827             (17)           (90)          720
   Loans held for investment, net                      77              149              2          228
                                                    -----            -----           ----        -----

         Total earning assets                         920              101           (83)          938
                                                    -----            -----           ----        -----

Interest-bearing liabilities:
   NOW and money market deposits                      (7)              (4)            --          (11)
   Savings                                             97                3              1          101
   Time deposits                                      286               75             10          371
   Other borrowings                                  --                (2)            --           (2)
                                                    -----            -----           ----        -----

         Total interest-bearing liabilities           376               72             11          459
                                                    -----            -----            ----       -----

         Net interest income before                $  544           $   29          $ (94)       $ 479
                                                    =====            =====            ====       =====
            provision for credit losses
</TABLE>


Interest  Sensitivity:  Citrus  monitors and manages the pricing and maturity of
its assets and  liabilities  in order to diminish the potential  adverse  impact
that  changes  in  interest  rates  could  have on its net  interest  income.  A
monitoring  technique  employed by Citrus is the measurement of Citrus' interest
sensitivity  "gap," which is the positive or negative dollar difference  between
assets and  liabilities  whose  interest  rates may be  repriced  within a given
period of time.  Citrus  also  performs  asset/liability  modeling to assess the
impact varying interest rates and balance sheet mix assumptions will have on net
interest income. Citrus can manage interest rate sensitivity by repricing assets
or liabilities,  selling  securities  available-for-sale,  replacing an asset or
liability at maturity or adjusting the interest rate during the life of an asset
or  liability.  Managing the amount of assets and  liabilities  repricing in the
same  time  interval  helps to hedge  the risk and  minimize  the  impact on net
interest income of rising or falling interest rates.  Citrus evaluates  interest
sensitivity risk and then formulates  guidelines  regarding asset generation and
repricing,  funding  sources and pricing and  off-balance  sheet  commitments in
order to decrease  interest rate  sensitivity  risk.  The table on the following
page illustrates Citrus' interest rate sensitivity at December 31, 1999, as well
as the  cumulative  gap  position  at  December  31,  1999 and 1998  (dollars in
thousands).


                                       11



<PAGE>
<TABLE>
<CAPTION>

                                                                            December 31, 1999
                                                                            -----------------
                                                                   More Than
                                                                     Three        More Than
                                                     Three           Months       One Year
                                                     Months          to One        to Five        Over Five
                                                     Or Less           Year          Years           Years         Total
                                                     -------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>           <C>           <C>
Assets
     Earning assets
         Interest-earning deposits                   $     32        $   --          $  --         $  --         $    32
         Federal funds sold                             3,550            --             --            --           3,550
         Securities(1)                                   --               327          3,490         2,858         6,675
         Loans held for sale                            1,963            --             --            --           1,963
         Loans held for investment(2)                  16,061           8,353         34,721         8,161        67,296
                                                     --------        --------        -------       -------       -------

              Total earning assets                     21,606           8,680         38,211        11,019        79,516
                                                     --------        --------        -------       -------       -------
Liabilities
     Interest-bearing deposits
         NOW and money market deposits(1)               8,926            --             --            --           8,926
         Savings deposits (1)                           9,105            --             --            --           9,105
         Certificates of deposit                       16,573          27,127          4,130         1,138        48,968
                                                     --------        --------        -------       -------       -------
              Total interest-bearing deposits          34,604          27,127          4,130         1,138        66,999

     Other borrowings                                    --                70            167          --             237
                                                     --------        --------        -------       -------       -------

              Total interest-bearing
                 liabilities                           34,604          27,197          4,297         1,138        67,236
                                                     --------        --------        -------       -------       -------

Interest-sensitive gap per period                    $(12,998)       $(18,517)       $33,914       $ 9,881       $12,280
                                                     =========        ========       =======       =======       =======

Cumulative gap at December 31, 1999                  $(12,998)       $(31,515)       $ 2,399       $12,280
                                                     =========        ========       =======       =======

Ratio of cumulative gap to total earning
     assets at December 31, 1999                       (16.3)%         (39.6)%         3.0%         15.4%
                                                     =========         =======       =======       =======
Ratio of cumulative gap to total assets
     at December 31, 1999                              (14.8)%         (35.8)%         2.7%         13.9%
                                                     =========         =======       =======       =======

Cumulative gap at December 31, 1998                  $   1,640        $(19,938)       $ 6,079      $12,943
                                                     =========        ========       =======       =======
Ratio of cumulative gap to total earning
     assets at December 31, 1998                          2.1%          (26.1)%         7.9%        16.9%
                                                      =========         =======       =======      =======
Ratio of cumulative gap to total assets
     at December 31, 1998                                 2.0%          (23.7)%         7.2%        15.4%
                                                      =========         =======       =======      =======
<FN>

(1)  For purposes of this illustration, investments were scheduled through their
     contractual maturity dates. Excludes  noninterest-bearing deposit accounts.
     Money  market,   NOW  and  savings   deposits  were  regarded  as  maturing
     immediately.  All other time deposits were  scheduled  through the maturity
     dates.
(2)  In preparing  the table above,  adjustable-rate  loans were included in the
     period in which the interest rates are next scheduled to adjust rather than
     in the period in which the loans mature.  Fixed-rate  loans were  scheduled
     according to their  contractual  maturities.  Non-accrual loans of $456,000
     were excluded from above.
</FN>
</TABLE>

                                       12

<PAGE>

Citrus generally would benefit from increasing  market rates of interest when it
has an  asset-sensitive  gap and would generally  benefit from decreasing market
rates of interest when it is liability sensitive.  Citrus currently is liability
sensitive  through the one year time frame.  This  negative  sensitivity  gap of
$31.5 million results  principally from the reduction of loans held for sale and
federal funds sold in favor of loans held for investment  with longer periods to
rate  adjustments  and the increase in shorter term deposits such as: NOW, money
market and savings.  Management  anticipates  that as the mix of  fixed-rate  to
variable-rate   loans   stabilizes   over  the  next  few  months  in  favor  of
variable-rate  loans,  this negative gap will decline to be more consistent with
historical levels.  However,  this illustration of Citrus' gap analysis is not a
precise indicator of its interest sensitivity position.

The  analysis  presents  only a static  view of the  timing  of  maturities  and
repricing  opportunities  without  taking  into  consideration  that  changes in
interest rates do not affect all assets and  liabilities  equally.  For example,
rates paid on a substantial  portion of core  deposits may change  contractually
within a relatively  short time frame,  but those rates are viewed by management
as significantly less  interest-sensitive  than market-based rates such as those
paid  on  non-core  deposits.  Accordingly,   management  believes  a  liability
sensitive position is not as indicative of Citrus' true interest  sensitivity as
it would be for an  organization  which depends to a greater extent on purchased
funds to support earning  assets.  Net interest income is also affected by other
significant  factors  including  changes in the volume and mix of earning assets
and interest-bearing liabilities.

Asset  Classification:  Commercial  banks  are  required  to  review  and,  when
appropriate,  classify their assets on a regular basis.  The  Comptroller of the
Currency  has the  authority  to identify  problem  assets and, if  appropriate,
require  them to be  classified.  There are three  classifications  for  problem
assets:  substandard,  doubtful  and loss.  Substandard  assets have one or more
defined  weaknesses and are  characterized by the distinct  possibility that the
insured  institution  will  sustain  some  loss  if  the  deficiencies  are  not
corrected.  Doubtful  assets have the weaknesses of substandard  assets with the
additional  characteristic that the weaknesses make collection or liquidation in
full on the basis of currently existing facts,  condition,  questionable  values
and the high  possibility  of loss.  An asset  classified  as loss is considered
uncollectible  and of such  little  value  that  continuance  as an asset of the
institution  is not warranted.  If an asset or portion  thereof is classified as
loss, the insured institution establishes a specific reserve for the full amount
of the  portion  of the asset  classified  as loss.  All or a portion of general
credit loss  allowances  established to cover possible  losses related to assets
classified  as  substandard  or  doubtful  may be  included  in  determining  an
institution's regulatory capital, while specific valuation allowances for credit
losses  generally  do not  qualify as  regulatory  capital.  Assets  that do not
warrant classification in the aforementioned categories, but possess weaknesses,
are classified as special mention and are monitored by Citrus.

At December 31, 1999, Citrus had loan relationships  totaling $656,000 that were
classified as substandard or doubtful.  At December 31, 1999, Citrus had no loss
assets to be charged-off.

Allowance for Credit  Losses:  The  allowance  for credit losses is  established
through a provision for credit losses charged against income.  Loans are charged
against the provision when management  believes that the  collectibility  of the
principal is unlikely.  The  provision  is an estimated  amount that  management
believes will be adequate to absorb losses  inherent in the loan portfolio based
on evaluations of its  collectibility.  The evaluations take into  consideration
certain  factors  including  changes in the nature and volume of the  portfolio,
overall  portfolio  quality,  specific problem loans and commitments and current
anticipated  economic  conditions that may affect the borrower's ability to pay.
While  management  uses the best  information  available to recognize  losses on
loans,  future  additions to the provision may be necessary  based on changes in
economic  conditions.  We cannot  give  assurances  that  charge-offs  in future
periods  will not exceed the  allowance  for  credit  losses or that  additional
increases in the allowance for credit losses will not be required.

                                       13

<PAGE>

At December 31, 1999, the allowance for credit losses  amounted to $401,000,  or
0.59%, of outstanding loans held for investment. The allowance for credit losses
for loans held for  investment  amounted to $461,000 at December  31,  1998,  or
0.87%,  of loans held for  investment.  Citrus'  provision for credit losses was
$675,000 for the year ended  December  31, 1999,  and $23,000 for the year ended
December 31, 1998. The provisions were made based on management's identification
of specific  loans with credit  weaknesses  and an assessment of general  credit
loss risk and asset quality of the remaining loan portfolio.

No separate  allowance for credit losses has been established for loans held for
sale since these loans are  purchased  for amounts up to 98% of the note amount.
Substantially all of these loans have take-out  commitments in place at the time
purchased by Citrus, and these loans meet Citrus' underwriting guidelines.

Citrus discontinues accrual of interest on loans when management believes, after
considering  economic and business  conditions  and collection  efforts,  that a
borrower's financial condition has deteriorated to the point that the collection
of interest is  doubtful.  Generally,  Citrus  will place a  delinquent  loan in
nonaccrual  status when the loan becomes 90 days or more past due. At the time a
loan is placed in nonaccrual  status, all interest which has been accrued on the
loan but remains unpaid is reversed and deducted from earnings as a reduction of
reported interest income. No additional  interest is accrued on the loan balance
until the collection of both principal and interest becomes reasonably certain.

A  potential  problem  loan is one  which  is  still  performing  but one  which
management has serious doubts about the borrower's future  performance under the
terms of the loan contract.  Because these loans are current as to principal and
interest, they are not included in nonperforming assets categories. The level of
potential  problem loans is one factor used in the determination of the adequacy
of the allowance for credit losses.

                                       14


<PAGE>


The  following  table sets forth the  information  with  respect to  activity in
Citrus'  allowance  for credit losses for loans held for  investment  during the
periods indicated (dollars in thousands):
<TABLE>
<CAPTION>
                                                                           At December 31,
                                                                           ---------------
                                                                       1999             1998
                                                                        ----             ----
<S>                                                                  <C>                <C>
     Allowance at beginning of period                                $    461           $  431
                                                                     --------           ------

         Charge-offs:
              Real estate loans                                             -                -
              Installment loans                                           153               35
              Credit cards and related plans                               28               10
              Commercial and all other loans                              587                -
                                                                    ---------       ----------
         Total charge-offs                                                768               45
                                                                    ---------         --------

         Recoveries:
              Real estate loans                                             -               43
              Installment loans                                             -                8
              Credit cards and related plans                                1                -
              Commercial and all other loans                               32                1
                                                                   ----------        ---------
         Total recoveries                                                  33               52
                                                                   ----------         --------

         Provision for credit losses charged
            to operations                                                 675               23
                                                                    ---------         --------

     Allowance at end of period                                      $    401           $  461
                                                                     ========           ======

         Ratio of net charge-offs during the period to
            average loans outstanding during the period                 1.15%             0.0%
                                                                        =====             ====

</TABLE>

                                       15


<PAGE>


The following table sets forth certain  information on nonaccrual loans and real
estate  owned,  the ratio of  nonaccrual  loans and real  estate  owned to total
assets as of the dates indicated and certain other related information  (dollars
in thousands):
<TABLE>
<CAPTION>
                                                                                 At December 31,
                                                                                 ---------------
                                                                              1999            1998
                                                                              ----            ----
<S>                                                                          <C>           <C>
Nonaccrual loans held for investment:
     Real estate loans                                                       $    88       $        -
     Installment loans                                                           201                2
     Credit cards and related plans                                                -                -
     Commercial and all other loans                                              167              139
                                                                                ----             ----
Total nonaccrual loans held for investment                                       456              141
                                                                                ----             ----

Accruing loans held for investment over 90 days delinquent:
     Real estate loans                                                             -              228
     Installment loans                                                             -               23
     Credit cards and related plans                                                2                -
     Commercial and all other loans                                                -              108
                                                                                ----             ----
Total accrual loans held for investment
   over 90 days delinquent                                                         2              359
                                                                                ----             ----

Troubled debt restructurings not included above                                    -                -
                                                                                ----             ----

Total nonperforming loans held for investment                                    458              500
                                                                                ----             ----

Other real estate owned:
     Real estate acquired by foreclosure or deed in lieu
         of foreclosure                                                            -              390
                                                                                ----             ----
     Total nonperforming loans held for investment and
          other real estate owned                                             $  458          $   890
                                                                                ====             ====

     Total nonperforming loans held for investment
         as a percentage of total loans held for investment                     0.7%             0.9%
                                                                                ====             ====
     Total nonperforming loans held for investment
         as a percentage of total assets                                        0.5%             0.6%
                                                                                ====             ====
     Total nonperforming loans held for investment
         and other real estate owned as a percentage
            of total assets                                                     0.5%             1.1%
                                                                                ====             ====

Troubled debt restructurings and modified loans held for investment:
     Current                                                                  $1,585          $   685
     Past due over 30 days and less than 90 days                                  60              140
     Past due over 90 days and included above                                     88              228
                                                                                ----             ----

                                                                              $1,733           $1,053
                                                                              ======           ======
</TABLE>

                                       16

<PAGE>


Loans on which interest was not being accrued  totaled  $456,000 at December 31,
1999,  and  $141,000 at December 31,  1998.  Had interest  been accrued on these
nonaccrual loans at originally  contracted rates, interest income, before income
taxes, would have been increased by approximately  $30,000 at December 31, 1999,
and $26,000 at December 31, 1998.

Of those $456,000 in nonaccrual  loans held for investment on December 31, 1999,
all were  classified  by  management  as impaired.  These  impaired  loans were,
however,  considered  by  management  to have a reasonable  likelihood  of being
collected in full.

Of the $141,000 in  nonaccrual  loans held for  investment at December 31, 1998,
loans totaling $85,000 were classified by management as impaired.  The remaining
nonaccrual loans held for investment totaling $56,000 were considered adequately
capitalized by Citrus'  management  and were not classified as impaired  because
management expects to recover  substantially all of the balances owed.  However,
these loans remain on nonaccrual status in accordance with Citrus' policy.

The following table sets forth the recorded investment in impaired loans and the
related  valuation  allowance for each loan category as of December 31, 1998 and
1999. No loans held for sale were classified as impaired.
<TABLE>
<CAPTION>


                                               December 31, 1999              December 31, 1998
                                           -------------------------     ---------------------------
                                           Total           Amount of        Total         Amount of
                                         Impaired          Valuation      Impaired        Valuation
                                          Loans            Allowance       Loans          Allowance

<S>                                     <C>                <C>           <C>               <C>
         Commercial real estate         $      -           $     -       $      -          $     -
         Residential real estate               -                 -              -                -
         Commercial loans                    167                11             85               43
         Consumer loans                      201                 3              -                -
                                          ------           -------       --------         --------

         Total impaired loans held
              for investment              $  368             $  14         $   85           $   43
                                          ======             =====         ======           ======
</TABLE>

All of the impaired loans at December 31, 1999 were measured using  management's
current  estimate of fair value of the  collateral.  The average  loans held for
investment classified as impaired totaled $324,000 in 1999 and $265,000 in 1998.
No material  amounts of  interest  were  recorded  in 1999 or 1998 for  impaired
loans.

                                       17

<PAGE>


The following table presents  information  regarding Citrus' total allowance for
credit losses on loans held for investment as well as the allocation of specific
amounts to the various categories of loans (dollars in thousands):
<TABLE>
<CAPTION>

                                                                      At December 31,
                                                                      ---------------
                                                              1999                     1998
                                                     -----------------------------------------------
                                                                   Loans                      Loans
                                                                    to                         to
                                                                   Total                      Total
                                                     Amount        Loans       Amount         Loans
<S>                                                   <C>          <C>           <C>         <C>
     Loans held for investment:
           Commercial real estate loans               $   49          12%        $ 101          33%
           Residential real estate loans                  36           9%           31          35%
           Commercial loans                              277          69%          257          24%
           Consumer loans                                 39          10%           72           8%
                                                     -------        -----      -------       ------

           Total allowance for credit losses           $ 401         100%        $ 461         100%
                                                       =====         ====        =====         ====

           Allowance for credit losses as a
              percentage of the total loans
              held for investment outstanding                       0.59%                     0.87%
                                                                    =====                     =====

</TABLE>

Noninterest Income and Expense:

Noninterest  Income:  Citrus'  primary source of  noninterest  income is service
charges  on  deposit  accounts.  Other  sources of  noninterest  income  include
bankcard fees,  commissions on check sales, safe deposit box rent, wire transfer
and official check fees.

Total  noninterest  income  increased by $82,000  during 1999 as compared to the
same period in 1998,  reflecting  the overall  growth in deposit  accounts  with
transaction fees. Fees and service charges were $422,000 for 1999 as compared to
$350,000 for 1998, an increase of $72,000.

Noninterest Expense: Total noninterest expense increased by $860,000 during 1999
as  compared  to the same  period in 1998 as a result of several  changes.  This
increase  includes  a $326,000  increase  in salary and  benefits  expense  with
$266,000 of the increase used for staffing  costs for the Miami and Sebring loan
production  offices.  The  remaining  $60,000 or 4%  increase  was the result of
adding additional  employees and providing normal salary and benefit  increases.
Occupancy-related  expenses increased $143,000 in 1999 as compared with the same
period in 1998, principally due to higher maintenance expenses,  depreciation on
new computer equipment,  and operating costs for the new loan production offices
in Miami and Sebring.  Other expenses increased $391,000 reflecting the costs of
the  terminated  public  offering  of  $337,000  and  $79,000 in  organizational
expenses of the Sebring  acquisition.  Other  recurring  expenses  were  reduced
$25,000 when compared to the same period in 1998.

                                       18

<PAGE>


The  following  table  sets  forth the  primary  components  of other  operating
expenses for the periods indicated (dollars in thousands):
<TABLE>
<CAPTION>
                                                              For the Years Ended
                                                                  December 31,
                                                                  ------------
                                                             1999             1998
                                                             ----             ----

<S>                                                       <C>                <C>
     Advertising and public relations                     $    117           $   72
     Assessments and insurance                                  80               68
     Courier, postage, and freight                              70               88
     Data processing                                            69              158
     Directors' fees                                            56               51
     Dues, subscriptions, and memberships                       40               37
     Meetings and travel                                        43               42
     Organizational expenses                                    79                -
     Professional fees                                         118              133
     Stationery, printing, and supplies                         82               73
     Telephone                                                  47               50
     Terminated public offering                                337                -
     Other miscellaneous expenses                              250              225
                                                         ---------           ------

                                                           $ 1,388            $ 997
                                                           =======            =====
</TABLE>

Income Tax Expense:  The income tax provision was a $167,000 credit for the year
ended  December 31, 1999, an effective  rate of 37.7%.  The income tax provision
for the year ended December 31, 1998 was $338,000, an effective rate of 37.5%.

                                       19


<PAGE>


Analysis of Financial Condition

Earning Assets

Loans:  Loans  typically  provide  higher yields than the other types of earning
assets.  Thus one of Citrus'  goals is for loans to be the  largest  category of
Citrus' earning assets.  At December 31, 1999 and 1998,  loans  (including loans
held for sale and investment)  accounted for 87% of earning  assets.  Management
recognizes  that  the  inherent  credit  and  liquidity  risks  associated  with
increases in its loan  portfolio  must be considered so as to avoid  sacrificing
asset quality to achieve its asset mix goals. Loans held for investment averaged
$58.5 million during 1999, as compared to $49.2 million in 1998.  Loans held for
sale have  averaged  $5.6 million  during 1999, as compared with $9.5 million in
1998.  The growth in average  loans held for  investment  reflects  management's
emphasis on expanding  Citrus' loans held for investment and a favorable  market
for commercial  and commercial  real estate loans during 1999. See discussion at
"Origination, Purchase, Sale and Repayment of Loans."

The following  table shows the composition of Citrus' loan portfolio by category
(dollars in thousands):
<TABLE>
<CAPTION>

Composition of Loan Portfolio:
                                                            At December 31,
                                                            ---------------
                                                     1999                     1998
                                                     ----                     ----
                                                        Percent of                Percent of
                                             Amount        Total       Amount        Total
<S>                                          <C>            <C>        <C>           <C>
Loans held for investment:
     Commercial real estate                  $26,326          39%      $17,556          33%
     Residential real estate                  23,160          34%       18,358          35%
     Commercial loans                         13,881          21%       12,868          24%
     Consumer loans                            4,385           6%        4,347           8%
                                           ---------       ------    ---------       ------
                                              67,752         100%       53,129         100%
                                                             ====                      ====
Deferred fees, net                               (2)                      (120)
Allowance for credit losses                    (401)                      (461)
                                           ---------                 ---------
     Loans held for investment, net          $67,349                   $52,548
                                             =======                   =======

Loans held for sale:
     Residential real estate                $  1,963                  $  8,291
                                            ========                  ========
</TABLE>

In the context of this  discussion,  a "real estate" loan is defined as any loan
other than loans for construction purposes secured by real estate, regardless of
the  purpose of the loan.  Citrus  follows  the  common  practice  of  financial
institutions  in Citrus'  market area of  obtaining a security  interest in real
estate  whenever  possible in addition to any other available  collateral.  This
collateral is taken to reinforce the likelihood of the ultimate repayment of the
loan and tends to increase  the  magnitude  of the real  estate  loan  portfolio
component. Generally, Citrus limits its loan-to-value ratio or real estate loans
to 80%. Citrus' largest category of loans, commercial real estate loans, totaled
$26.3 million and  represented  39% of the loan  portfolio at December 31, 1999,
compared to $17.6 million and 33% at December 31, 1998.  Management  attempts to
maintain a conservative  philosophy  regarding its  underwriting  guidelines and
believes  it will  reduce  the  risk  elements  of its  loan  portfolio  through
strategies that diversify the lending mix.

                                       20


<PAGE>


The following table reflects the  contractual  principal  repayments  (excluding
nonaccrual  loans of $456,000)  by period of Citrus' loan  portfolio at December
31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>

                                                 More Than
                                                   Three          More Than
                                                   Months         One Year
                                    Three          to One          to Five          Over Five
                                    Months          Year            Years            Years         Total
<S>                                <C>             <C>              <C>              <C>             <C>
Loans held for investment:
     Commercial real estate        $  4,779        $ 2,378          $17,663          $ 1,506         $26,326
     Residential real estate          2,560          2,910           11,309            6,293          23,072
     Commercial loans                 7,124          2,783            3,495              312          13,714
     Consumer loans                   1,598            282            2,254               50           4,184
                                  ---------        -------          -------          -------        --------

                                    $16,061        $ 8,353          $34,721          $ 8,161         $62,296
                                    =======        =======          =======          =======         =======

Loans held for sale:
     Residential real estate       $  1,963        $   -            $   -            $   -           $ 1,963
                                   ========        =======          =======          =======         =======

Loans held for investment with maturities over one year:
     Fixed rate                                                                                      $18,735
     Variable rate                                                                                    24,147
                                                                                                     -------

     Total maturities greater than one year - loans held  for investment                             $42,882
                                                                                                     =======
</TABLE>


Scheduled  contractual  principal  repayments of loans do not reflect the actual
life of our loans. The average life of loans historically has been substantially
less than their  average  contractual  terms due to  prepayments.  In  addition,
due-on-sale clauses on mortgage loans generally give Citrus the right to declare
a  conventional  loan  immediately  due and  payable in the event,  among  other
things,  that the borrower  sells the real property  secured by the mortgage and
the loan is not repaid.  The average  life of mortgage  loans tends to increase,
however, when current mortgage loan rates are substantially higher than rates on
existing  mortgage  loans  and,  conversely,  decrease  when  rates on  existing
mortgage loans are substantially higher than current mortgage loan rates. Of the
$42.9 million in loans held for  investment  due after December 31, 2000, 44% of
these loans have fixed interest rates and 56% have adjustable interest rates. Of
the  fixed-rate  loans maturing  after  December 31, 2000,  approximately  $13.4
million, or 72%, mature by December 31, 2004.

Origination,  Purchase, Sale and Repayment of Loans: Citrus generally originates
loans on real estate  located in its primary market area.  Residential  mortgage
loans  originated  by Citrus  generally  are  acquired  from  depositors,  other
existing customers, advertising, mortgage brokers and referrals from real estate
brokers  and  developers.  Citrus'  residential  mortgage  loans  generally  are
originated to ensure compliance with  documentation  and underwriting  standards
which permit their sale to the Federal National  Mortgage  Association and other
investors in the secondary market.

                                       21

<PAGE>


Citrus  also  purchases  loans  from real  estate  mortgage  brokers  located in
Florida.  These purchased loans conform to the same  underwriting  guidelines as
those for loans  originated  by  Citrus.  Substantially  all of these  loans are
purchased with takeout  commitments from unrelated third party investors and are
generally sold to these investors within 30 days of acquisition.

Citrus  engages  in the  sale of  fixed-rate  loans  and ARM  loans  to  provide
liquidity and funding  sources for higher  yielding  loans.  The following table
sets forth total loans purchased, originated, repaid and sold during the periods
indicated (dollars in thousands).
<TABLE>
<CAPTION>

                                                                      For the Years Ended
                                                                          December 31,
                                                                          ------------
                                                                     1999             1998
                                                                     ----             ----
<S>                                                              <C>               <C>
Originations - loans held for investment:
     Commercial real estate loans                                $    6,784        $   4,623
     Residential mortgage loans                                       6,530            6,571
     Commercial loans                                                20,139           16,156
     Consumer loans                                                   2,470            3,675
                                                                  ---------        ---------

     Total originations of loans held for investment                 35,923           31,025
Less:
     Total principal reductions                                      21,300           27,613
                                                                  ---------        ---------

     Increase in total loans held for investment                 $   14,623        $   3,412
                                                                  =========        =========

Originations and purchases - loans held for sale                 $  108,226        $ 171,223
Less: loans sold                                                    114,554          163,779
                                                                  ---------        ---------

     Increase (decrease) in total loans held for sale            $  (6,328)        $   7,444
                                                                 ==========        =========
</TABLE>

Investment Securities:  The investment securities portfolio is a significant but
declining  component of Citrus' total earning assets.  Total securities averaged
$6.4  million  for 1999 and $8.0  million  in 1998.  This  represents  8% of the
average  earning assets for 1999 and 11% of the average earning assets for 1998.
Citrus  attempts  to  maintain  a  portfolio  of  high  quality,  highly  liquid
investments  with returns  competitive  with short term U.S.  Treasury or agency
obligations.  This objective is  particularly  important as Citrus  continues to
emphasize  increasing  the  percentage  of the loan  portfolio to total  earning
assets.

The  investment  portfolio  is  comprised  primarily  of U.S.  Treasury and U.S.
Government  agency  securities  and  mortgage-backed  securities.  According  to
Financial  Accounting Standards No. 115, the investment portfolio is categorized
as either  "held-to-maturity,"  "available-for-sale"  or "trading."  Investments
held-to-maturity  represent  those  investments  which  Citrus has the  positive
intent  and  ability  to hold to  maturity.  These  investments  are  carried at
amortized cost. Investments available-for-sale represent those investments which
may be sold  for  various  reasons  including  changes  in  interest  rates  and
liquidity  considerations.  These  investments are reported at fair market value
with  unrealized  gains and losses  being  reported as a separate  component  of
stockholders' equity, net of income taxes. Trading securities are held primarily
for resale and are recorded at their fair values.  Unrealized gains or losses on
trading  securities are included  immediately in earnings.  At December 31, 1999
and 1998, Citrus had no securities categorized as trading.

                                       22

<PAGE>

Investment  Portfolio:  The  following  table sets forth the  carrying  value of
Citrus' investment portfolio (dollars in thousands):
<TABLE>
<CAPTION>
                                                                             At December 31,
                                                                             ---------------
                                                                         1999             1998
                                                                         ----             ----
         <S>                                                            <C>              <C>
         Securities available-for-sale:
              U. S. Treasury and Government agency securities           $ 3,000          $ 1,618
              Mortgage-backed securities                                  2,177            2,671
              Other                                                         459              386
                                                                        --------         -------

                  Total                                                 $ 5,636          $ 4,675
                                                                        ========         =======

         Securities held-to-maturity:
              U. S. Government agency securities                        $   485          $   481
              Mortgage-backed securities                                    554              826
              Other                                                           -                -
                                                                        --------         -------

                  Total                                                 $ 1,039          $ 1,307
                                                                        ========         =======
</TABLE>

The  following  table  sets  forth  the  amortized  cost of  Citrus'  investment
portfolio at the dates indicated (dollars in thousands):
<TABLE>
<CAPTION>

                                                                            At December 31,
                                                                            ---------------
                                                                         1999             1998
                                                                         ----             ----
         <S>                                                            <C>              <C>
         Securities available-for-sale:
              U. S. Treasury and Government agency securities           $ 3,032          $ 1,600
              Mortgage-backed securities                                  2,251            2,734
              Other                                                         459              386
                                                                        --------         -------

                  Total                                                 $ 5,742          $ 4,720
                                                                        ========         =======

         Securities held-to-maturity:
              U. S. Government agency securities                        $   485          $   481
              Mortgage-backed securities                                    554              826
              Other                                                          -                -
                                                                        --------         -------

                  Total                                                 $ 1,039          $ 1,307
                                                                        ========         =======
</TABLE>

                                       23

<PAGE>


Investment  Securities  Maturities:  The following table sets forth, by maturity
distribution,  certain  information  pertaining to the  securities  portfolio as
follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                After One Year     After Five Years
                             One Year or Less    to Five Years       to Ten Years    Over Ten Years         Total
                             ------------------------------------------------------------------------------------
                             Carrying Average  Carrying  Average  Carrying  Average  Carrying  Average  Carrying Average
                               Value   Yield    Value    Yield     Value    Yield     Value    Yield     Value   Yield
                               ---------------------------------------------------------------------------------------
<S>                            <C>       <C>    <C>       <C>     <C>       <C>      <C>        <C>     <C>       <C>
December 31, 1999:
U. S. Government agency
     securities                $   -     0.0%   $3,485     5.9%   $    -    0.0%     $    -     0.0%    $3,485    5.9%
Mortgage-backed securities       327     6.1%        5    10.2%    1,740    5.9%        659     6.0%     2,731    6.0%
Other                              -     0.0%      -       0.0%        -    0.0%        459     7.1%       459    7.1%
                               -----            ------            ------             ------             ------

         Total                 $ 327     6.1%   $3,490     5.9%   $1,740    5.9%     $1,118     6.5%    $6,675    6.0%
                               =====            ======            ======             ======             ======

December 31, 1998:
U. S. Government
     agency securities         $   -     0.0%   $2,099     5.0%   $    -    0.0%     $    -     0.0%    $2,099    5.0%
Mortgage-backed
     securities                    -     0.0%      560     6.2%    1,970    5.9%        967     5.2%     3,497    5.7%
Other                              -     0.0%        -     0.0%        -    0.0%        386     5.4%       386    5.4%
                               -----            ------             -----             ------             ------

         Total                 $   -     0.0%   $2,659     5.3%   $1,970    5.9%     $1,353     5.2%    $5,982    5.5%
                               =====            ======            ======             ======             ======
</TABLE>

Short-Term Investments:  Short-term investments,  which consist of federal funds
sold and securities  purchased under  agreements to resell and  interest-bearing
deposits,  averaged $5.5 million in 1999 as compared to $4.6 million in 1998. At
December 31, 1999, short-term  investments totaled $3.6 million and $9.2 million
at December  31, 1998.  During  1999,  Management  has  intentionally  sought to
decrease  short-term  investments  while  increasing lower cost deposits such as
NOW, money market,  savings as well as certificates of deposit.  Both increasing
deposits and decreasing  short-term investment were used to support loan growth.
The additional  funds  generated from recent  certificate of deposit  promotions
will be deployed  into higher  earning  assets  during  2000.  These  short-term
investments are a primary source of Citrus' liquidity and are generally invested
on an overnight basis.

Deposits  and  Other  Interest-Bearing  Liabilities:   Average  interest-bearing
liabilities  grew $3.2 million,  or 5%, to $64 million for 1999,  which reflects
the  general  growth  in  Citrus  Bank.  Average  interest-bearing   liabilities
increased approximately $8.0 million, or 15%, to $60.8 million in 1998.

Deposits:  Average interest-bearing  deposits totaled $63.1 million for 1999, an
increase of 5.5% over 1998. Average interest-bearing  deposits increased 15%, to
$59.8 million in 1998. At December 31, 1999,  total  deposits were $79.1 million
compared to $76.7 million at December 31, 1998, an increase of 3%.

                                       24


<PAGE>


Deposits are attracted  principally  from Citrus'  primary  market area.  Citrus
offers  a broad  selection  of  deposit  instruments  including  demand  deposit
accounts, NOW accounts,  money market accounts,  regular savings accounts,  term
certificate accounts and retirement savings plans.  Certificate of deposit rates
are set to encourage longer maturities as cost and market conditions will allow.
Deposit  account  terms  vary with the  primary  differences  being the  minimum
balance  required,  the time  period  the funds must  remain on deposit  and the
interest rate offered.

Other Sources of Funds: In addition to deposits,  the sources of funds available
for lending and other business purposes include loan repayments,  loan sales and
securities sold under agreements to repurchase. Loan repayments are a relatively
stable  source of funds,  while  deposit  inflows and  outflows  are  influenced
significantly by general interest rates and money market conditions.  Borrowings
may be used on a short-term  basis to compensate for reductions in other sources
such as  deposits  at less than  projected  levels and are also used to fund the
origination of mortgage loans designated to be sold in the secondary markets.

Citrus has emphasized  commercial banking relationships in an effort to increase
demand deposits as a percentage of total deposits. Citrus' courier service began
operations in the fourth  quarter of 1997.  The courier  service  serves Citrus'
business customers primarily in Indian River County.

Management  sets the deposit  interest rates weekly based on a review of deposit
flows for the  previous  week and a survey  of rates  among  direct  competitors
including  other  financial  institutions  in  our  markets.  The  table  on the
following page shows the distribution of, and certain other information relating
to,  Citrus'  deposit  accounts  by  type  at the  date  indicated  (dollars  in
thousands).
<TABLE>
<CAPTION>
                                                          At December 31,
                                                          ---------------
                                                 1999                       1998
                                                 ----                       ----
                                                     Percent of                Percent of
                                          Amount        Total       Amount        Total
                                          ------        -----       ------        -----

<S>                                      <C>            <C>        <C>            <C>
     Demand deposits                     $12,092        15.3%      $13,393        17.4%
     NOW deposits                          4,639         5.9%        4,121         5.4%
     Money market deposits                 4,287         5.4%        3,026         3.9%
     Savings deposits                      9,105        11.5%        8,423        11.0%
                                         -------       ------      -------       ------
         Subtotal                         30,123        38.1%       28,963        37.7%
                                         -------       ------      -------       ------

     Certificates of deposit:
         3.00% - 3.99%                     1,097         1.4%          913         1.2%
         4.00% - 4.99%                    12,351        15.6%        3,490         4.6%
         5.00% - 5.99%                    32,373        40.9%       42,123        54.9%
         6.00% - 6.99%                     2,499         3.2%        1,214         1.6%
         7.00% - 7.99%                       271         0.3%            -            -
         8.00% - 8.99%                       377         0.5%            -            -
                                         -------       ------      -------       ------
         Total(1)                         48,968        61.9%       47,740        62.3%
                                         -------       ------      -------       ------

     Total deposits(2)                   $79,091       100.0%      $76,703       100.0%
                                         =======       ======      =======       ======
<FN>

(1) Includes  individual  retirement  accounts ("IRA")  totaling  $3,163,000 and
    $3,173,000  at  December 31, 1999 and 1998,  all of which are in the form of
    certificates of deposit.
(2) The  deposit  portfolio  does  not  contain  a  concentration  from  any one
    depositor  or  related  group  of  depositors.
</FN>
</TABLE>

Core  deposits,  which  exclude  certificates  of deposit of  $100,000  or more,
provide a relatively  stable funding source for Citrus' loan portfolio and other
earning  assets.  Citrus' core deposits were $69.3 million at December 31, 1999,
and $66.3  million at December 31, 1998.  Management  anticipates  that a stable
base of  deposits  will be  Citrus'  primary  source of funding to meet both its
short-term and long-term liquidity needs in the future.
<TABLE>
<CAPTION>

Jumbo certificates ($100,000 and over) mature as follows (dollars in thousands):

                                                                 At December 31,
                                                                 ---------------
                                                             1999             1998
                                                             ----             ----
<S>                                                         <C>              <C>
         Due three months or less                           $  3,775         $  2,861
         Due over three months to twelve months                5,335            7,237
         Due over twelve months to three years                   421              100
         Due over three years                                    216              179
                                                            --------         --------

                  Total                                     $  9,747         $ 10,377
                                                            ========         ========
</TABLE>
<TABLE>
<CAPTION>

Other time deposits under $100,000 mature as follows (dollars in thousands):

                                                                 At December 31,
                                                                 ---------------
                                                             1999             1998
                                                             ----             ----
<S>                                                         <C>              <C>
         Due three months or less                           $12,798          $ 12,374
         Due over three months to twelve months              21,792            21,547
         Due over twelve months to three years                3,709             2,778
         Due over three years                                   922               664
                                                            -------          --------

                  Total                                     $39,221          $ 37,363
                                                            =======          ========
</TABLE>
<TABLE>
<CAPTION>

The  following  table  sets  forth the net  deposit  flows of Citrus  during the
periods indicated (dollars in thousands):

                                                                       At December 31,
                                                                       ---------------
                                                                    1999             1998
                                                                    ----             ----
<S>                                                               <C>              <C>
         Net increase (decrease) before interest credited         $   (491)        $ 11,319
         Net interest credited                                       2,879            2,783
                                                                   -------          -------

                  Net deposit increase (decrease)                 $  2,388         $ 14,102
                                                                   =======          =======
</TABLE>

Customers with large  certificates of deposit tend to be extremely  sensitive to
interest rate levels, making these deposits less reliable sources of funding for
liquidity planning purposes than core deposits. Some financial institutions fund
their balance  sheets in part through  large  certificates  of deposit  obtained
through  brokers.  These  brokered  deposits  are  generally  expensive  and are
unreliable as a long-term funding sources.  Accordingly,  Citrus does not accept
brokered deposits.

                                       26


<PAGE>


Borrowings:  Citrus Bank has a line of credit master  agreement with the FHLB of
Atlanta that enables Citrus Bank to borrow up to $10,000,000. These advances are
collateralized by the Bank's FHLB stock and a blanket floating lien covering our
residential  (1-4 units) first  mortgage  loans.  At December 31, 1998 and 1999,
there were no advances outstanding under this line; however, average outstanding
amounts  totaled  approximately  $707,000  and  $612,000  during  1999 and 1998,
respectively.  In  addition to the line of credit  arrangement,  Citrus Bank had
fixed-rate FHLB advances outstanding as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                             At December 31,
                                                             ---------------
          Maturity Date         Interest Rate            1999             1998
          -------------         -------------            ----             ----
<S>           <C>                    <C>                <C>              <C>
              2003                   5.76%              $ 167            $ 217
</TABLE>

Interest  expense  on the line of credit  and other FHLB  advances  amounted  to
approximately $48,000 for 1999 and $54,000 for 1998.

At December 31, 1999,  Citrus had borrowed  $70,000 from Central  Illinois  Bank
under a revolving line of credit agreement in the amount of $500,000.  This line
of credit  matures  May 20,  2000,  with  interest  floating  at New York prime.
Interest  expenses on this line of credit amounted to  approximately  $2,000 for
the year ended December 31, 1999.

Citrus' Regulatory Capital Position:  Total stockholders'  equity as of December
31, 1999,  was $8.4  million,  an increase of $1,920,000  or  approximately  30%
compared with stockholders' equity of $6.4 million as of December 31, 1998. This
increase was  attributable  to the issuance of stock pursuant to the exercise of
warrants  issued in  connection  with  Citrus' 1990 stock  offering.  During the
fourth quarter of 1999,  warrants for 354,871 shares were  exercised,  leaving a
total of 114,901  warrants  outstanding at December 31, 1999.  The exercise,  at
$6.31 per  share,  resulted  in an  increase  in total  capital  of  $2,239,236.
$2,000,000  of these  proceeds  was used by Citrus to  increase  the  capital in
Citrus Bank at December 31, 1999.  The  remaining  warrants  expire on April 13,
2000.

The Federal  Reserve  Board and bank  regulatory  agencies  require bank holding
companies  and financial  institutions  to maintain  capital at adequate  levels
based on a percentage of assets and  off-balance  sheet  exposures  adjusted for
risk weights  ranging from 0% to 100%.  The Federal  Reserve grants an exemption
from these  requirements for bank holding  companies with less than $150 million
in consolidated  assets and,  therefore,  Citrus' capital is currently  measured
only at Citrus Bank level. Under the risk-based standard,  capital is classified
into two tiers. Tier 1 capital consists of common shareholders' equity excluding
the  unrealized  gain  (loss) on  available-for-sale  securities  minus  certain
intangible  assets.  Tier 2 capital consists of the general allowance for credit
losses except for certain limitations.  An institution's qualifying capital base
for purposes of its  risk-based  capital ratio consists of the sum of its Tier 1
and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8%
for total risk-based capital.

Banks are also  required to maintain  capital at a minimum  level based on total
assets which is known as the leverage  ratio.  The minimum  requirement  for the
leverage ratio is 3%, but all but the highest rated institutions are required to
maintain ratios 100 to 200 basis points above the minimum.  Citrus Bank exceeded
their minimum regulatory capital ratios as of December 31, 1999, as reflected in
the following table.

                                       27


<PAGE>
<TABLE>
<CAPTION>

The following  table sets forth Citrus  Bank's  regulatory  capital  position at
December 31, 1999 (dollars in thousands):

                                                    Actual               Minimum(1)       Well-Capitalized(2)
                                               Amount       %          Amount      %        Amount        %
                                               ------     ------     -------     -----    -------       ------
<S>                                            <C>        <C>        <C>         <C>      <C>           <C>
As of December 31, 1999:
     Total Capital (to Risk-Weighted Assets)   $ 8,417    11.91%     $ 5,654     8.00%    $ 7,067       10.00%
     Tier 1 Capital (to Risk-Weighted Assets)  $ 8,016    11.34%     $ 2,827     4.00%    $ 4,240        6.00%
     Tier 1 Capital (to Average Assets)        $ 8,016     9.34%     $ 3,434     4.00%    $ 4,293        5.00%

As of December 31, 1998:
     Total Capital (to Risk-Weighted Assets)   $ 6,476    10.71%     $ 4,839     8.00%    $ 6,049       10.00%
     Tier 1 Capital (to Risk-Weighted Assets)  $ 6,015     9.94%     $ 2,420     4.00%    $ 3,630        6.00%
     Tier 1 Capital (to Average Assets)        $ 6,015     7.33%     $ 3,283     4.00%    $ 4,104        5.00%
<FN>

(1)  The minimum required for adequately capitalized purposes.
(2)  To be "well-capitalized" under the FDIC's Prompt Corrective Action
     regulations.

</FN>
</TABLE>

                                       28

<PAGE>


Management of Citrus' Sources and Uses of Funds:  Liquidity  management involves
monitoring  Citrus'  sources  and uses of funds in order to meet its  day-to-day
cash flow  requirements  while  maximizing  profits.  Liquidity  represents  the
ability of a company to convert  assets  into cash or cash  equivalents  without
significant  loss  and to raise  additional  funds  by  increasing  liabilities.
Liquidity  management is made more complicated  because  different balance sheet
components are under varying  degrees of management  control.  For example,  the
timing of maturities of the investment  portfolio is very predictable and may be
controlled  very precisely at the time investment  decisions are made.  However,
net  deposit  inflows  and  outflows  are far less  predictable  and  cannot  be
controlled as precisely.

Asset liquidity is provided by cash and assets which are readily marketable, can
be pledged or will mature in the near future. Liability liquidity is provided by
access to core funding  sources,  principally  the ability to generate  customer
deposits in Citrus'  market area. In addition,  liability  liquidity is provided
through the ability to borrow against  approved  lines of credit  (federal funds
purchased)  from  correspondent  banks and to borrow on a secured  basis through
securities sold under agreements to repurchase.

Citrus'  federal funds sold  position,  which is typically its primary source of
liquidity,  averaged $5.4 million  during the year ended  December 31, 1999, and
was $3.6 million at December  31,  1999.  Citrus also  maintains  federal  funds
purchased lines with several financial institutions,  in the aggregate amount of
$2,250,000, although these lines averaged only $13,000 during 1999.

Management   regularly  reviews  the  liquidity   position  of  Citrus  and  has
implemented   internal  policies  which  establish  guidelines  for  sources  of
asset-based  liquidity  and limit the total  amount of  purchased  funds used to
support  the  balance  sheet  and  funding  from  non-core  sources.  Management
anticipates that current liquidity is adequate to fund its expected needs.

Future Accounting Requirements: In June 1998, the Financial Accounting Standards
Board issued Statement of Financial  Accounting  Standards No. 133,  "Accounting
for Derivative  Instruments and Hedging  Activities" (SFAS 133), which addresses
the accounting for derivative  instruments  and provides for matching the timing
of gain or loss recognition on the hedging  instrument.  Guidance on identifying
derivative instruments is provided as well as additional  disclosures.  SFAS 133
becomes  effective for all fiscal  quarters of all fiscal years  beginning after
September 15, 1999.  Earlier  application is permitted with certain  exceptions.
Management  does not  anticipate  that adoption of SFAS 133 will have a material
impact on the financial condition or results of operations of Citrus.

Impact of Inflation on Our Operations: The consolidated financial statements and
related data  presented  herein have been prepared in accordance  with Generally
Accepted  Accounting  Principles  which  require the  measurements  of financial
position  and  operating   results  in  terms  of  historical   dollars  without
considering  changes in the relative  purchasing power of money over time due to
inflation. Unlike most industrial companies, substantially all of the assets and
liabilities of Citrus are monetary in nature. As a result, interest rates have a
more  significant  impact on  Citrus'  performance  than the  effects of general
levels  of  inflation.  Interest  rates  do not  necessarily  move  in the  same
direction or in the same  magnitude  as the prices of goods and  services  since
these prices are affected by inflation to a larger extent than  interest  rates.
As discussed  previously,  Management seeks to manage the relationships  between
interest  sensitive  assets and  liabilities  in order to protect  against  wide
interest rate fluctuations, including those resulting from inflation.

                                       29

<PAGE>

Contingencies and Uncertainties - Year 2000 Compliance Matters

During the periods leading up to January 1, 2000, Citrus addressed the potential
problems  associated  with the  possibility  that the computers  that control or
operate Citrus'  information  technology system and  infrastructure may not have
been  programmed  to read  four-digit  date codes and,  upon arrival of the year
2000,  may have  recognized  the two-digit  code "00" as the year 1900,  causing
systems to fail to function or generate erroneous data.

Citrus  expended  approximately  $55,000  through the periods ended December 31,
1999, in connection with its Year 2000 compliance program. Citrus experienced no
significant problems related to its information  technology systems upon arrival
of the Year  2000,  nor was there any  reported  interruption  in service to its
customers of any kind.

Citrus could incur losses if Year 2000 issues adversely affect its depositors or
borrowers.  Such problems  could include  delayed loan payments due to Year 2000
problems affecting any significant borrowers or impairing the payroll systems of
large employers in Citrus' primary market areas.  Because Citrus' loan portfolio
is  highly  diversified  with  regard  to  individual  borrowers  and  types  of
businesses,  Citrus  does  not  expect,  and  to  date  has  not  realized,  any
significant  or  prolonged  difficulties  that will affect net  earnings or cash
flow.

                                       30

<PAGE>


Independent Auditors' Report


To the Board of Directors and Stockholders
Citrus Financial Services, Inc. and Subsidiary
Vero Beach, Florida


We have audited the consolidated  balance sheets of Citrus  Financial  Services,
Inc. and Subsidiary ("Citrus") as of December 31, 1999 and 1998, and the related
consolidated  statements of operations and comprehensive income, cash flows, and
changes in  stockholders'  equity for each of the two years in the period  ended
December  31,   1999.   These   consolidated   financial   statements   are  the
responsibility  of  Citrus'  management.  Our  responsibility  is to  express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  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 audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position of Citrus as of
December 31, 1999 and 1998, and the  consolidated  results of its operations and
its cash flows for each of the two years in the period ended  December 31, 1999,
in conformity with generally accepted accounting principles.


STEVENS, SPARKS & COMPANY, P.A.

Jacksonville, Florida
January 21, 2000


                                       31


<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              December 31,
                                                                          1999           1998
                                                                        --------       --------
                                                               (Dollars in Thousands, Except Per Share Data)
                                     ASSETS
<S>                                                                     <C>              <C>
Cash and cash equivalents:
     Cash and due from banks                                            $     4,040      $     3,940
     Federal funds sold                                                       3,550            9,200
                                                                        -----------      -----------
         Total cash and cash equivalents                                      7,590           13,140

Interest-bearing deposits in other banks                                         32                9
Securities available-for-sale                                                 5,636            4,675
Securities held-to-maturity (market value of
    $953 for 1999 and $1,273 for 1998)                                        1,039            1,307
Loans held for investment less allowance for credit losses                   67,349           52,548
Loans held for sale                                                           1,963            8,291
Facilities                                                                    2,802            2,884
Other real estate owned                                                           -              390
Accrued interest receivable                                                     441              343
Deferred income taxes                                                           348              233
Other assets                                                                    859              231
                                                                        -----------      -----------
         Total assets                                                   $    88,059      $    84,051
                                                                        ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Noninterest-bearing demand deposits                                $    12,092      $    13,393
     Demand deposits                                                          4,639            4,121
     Money market accounts                                                    4,287            3,026
     Savings accounts                                                         9,105            8,423
     Time, $100,000 and over                                                  9,747           10,377
     Other time deposits                                                     39,221           37,363
                                                                        -----------      -----------
         Total deposits                                                      79,091           76,703
                                                                        -----------      -----------

Other borrowings                                                                237              217
Accrued interest payable on deposits                                            271              297
Accounts payable and accrued liabilities                                         93              387
                                                                        -----------      -----------
         Total liabilities                                                   79,692           77,604
                                                                        -----------      -----------

Commitments and contingencies                                                     -                -
                                                                        -----------      -----------

                              STOCKHOLDERS' EQUITY

Preferred stock, $5.00 par value, authorized and
    unissued 1,000,000 shares in 1999 and 1998                                    -                -
Common stock, $3.15 par value, authorized 10,000,000 shares,
    issued 1,307,167 shares in 1999 and 952,296 shares in 1998                4,125            3,007
Additional paid-in capital                                                    4,271            3,149
Retained earnings                                                                47              324
Accumulated other comprehensive income
     Net unrealized holding losses on securities                               (76)              (33)
                                                                        -----------      -----------
         Total stockholders' equity                                           8,367            6,447
                                                                        -----------      -----------

         Total liabilities and stockholders' equity                     $    88,059      $    84,051
                                                                        ===========      ===========

Book value per common share                                             $      6.40      $      6.77
                                                                        ===========      ===========
Common shares outstanding, adjusted for stock split                       1,307,167          952,296
                                                                        ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       32

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                                          ------------
                                                                                     1999              1998
                                                                                  ----------        ----------
                                                                      (Dollars in Thousands, Except Per Share Data)
<S>                                                                                 <C>              <C>
INTEREST INCOME
     Interest and fees on loans held for investment                                 $   5,340        $   4,896
     Interest and fees on loans held for sale                                             537              879
     Interest and dividend income from investment securities
         and interest-bearing deposits in other banks                                     352              432
     Federal funds sold                                                                   271              245
                                                                                    ---------        ---------
         Total interest income                                                          6,500            6,452
                                                                                    ---------        ---------

INTEREST EXPENSE
     Interest on deposits                                                               2,853            2,885
     Other                                                                                 51               56
                                                                                    ---------        ---------
         Total interest expense                                                         2,904            2,941
                                                                                    ---------        ---------

NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES                                  3,596            3,511

PROVISION FOR CREDIT LOSSES                                                               675               23
                                                                                    ---------        ---------

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES                                   2,921            3,488
                                                                                    ---------        ---------

OTHER INCOME
     Service charges on deposit accounts                                                  422              350
     Other fees for customer service and other income                                      81               71
                                                                                    ---------        ---------
         Total other income                                                               503              421
                                                                                    ---------        ---------

OTHER EXPENSES
     Salaries and employee benefits                                                     1,792            1,466
     Expenses of bank premises and fixed assets                                           687              544
     Other operating expenses                                                           1,388              997
                                                                                    ---------        ---------
         Total other expenses                                                           3,867            3,007
                                                                                    ---------        ---------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                         (443)              902

PROVISION FOR INCOME TAXES                                                              (167)              338
                                                                                    ---------        ---------

NET INCOME (LOSS)                                                                       (276)              564
                                                                                    ---------        ---------

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAXES:
     Unrealized holding gains (losses) on securities arising during period               (43)               65
     Less: reclassification adjustment for gains included in
         net income for the period                                                          -               (3)
                                                                                    ---------        ---------
         Total other comprehensive income, net of income taxes                           (43)               62
                                                                                    ---------        ---------

COMPREHENSIVE INCOME (LOSS)                                                         $   (319)        $     626
                                                                                    =========        =========

EARNINGS PER SHARE
     Basic earnings per share                                                       $  (0.29)        $    0.59
                                                                                    =========        =========
     Diluted earnings per share                                                     $  (0.27)        $    0.48
                                                                                    =========        =========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       33

<PAGE>



                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                         ------------
                                                                                    1999              1998
                                                                                 ----------        ----------
                                                                                    (Dollars in Thousands)
<S>                                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                            $     (276)      $        564
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
         Provision for credit losses                                                      675                23
         Depreciation and amortization of facilities                                      342               279
         Net premium amortization and discount accretion                                   17                20
         Gain on sale of securities                                                         -               (3)
         Loss on sale of other real estate owned                                           27                 -
         Deferred income taxes                                                          (100)             (200)
         Cash paid for purchases of loans held for sale                             (108,226)         (171,223)
         Cash received for loans held for sale                                        114,554           163,779
         (Increase) decrease in assets:
              Accrued interest receivable and other assets                              (726)              (66)
         Increase (decrease) in liabilities:
              Accounts payable and accrued liabilities                                  (320)               442
                                                                                  -----------      ------------
                  Net cash provided (used) by operating activities                      5,967           (6,385)
                                                                                  -----------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Securities available-for-sale:
         Purchases                                                                    (3,043)           (1,605)
         Proceeds from maturities                                                       2,010             2,176
         Proceeds from sales                                                                -               604
     Securities held-to-maturity:
         Purchases                                                                       (73)                 -
         Proceeds from maturities                                                         338             2,173
     Increase (decrease) in interest-bearing deposits in other banks                     (23)                52
     Increase in loans held for investment                                           (15,476)           (3,311)
     Proceeds from the sale of other real estate                                          363                 -
     Purchases of facilities, net                                                       (260)             (692)
                                                                                  -----------      ------------
                  Net cash used in investing activities                              (16,164)             (603)
                                                                                   ---------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase (decrease) in deposits:
         Noninterest-bearing                                                          (1,301)            2,670
         Interest-bearing                                                               3,689           11,432
     Proceeds from other borrowings                                                        70                -
     Repayments of FHLB advances                                                         (50)             (216)
     Proceeds from stock warrants exercised                                             2,239                -
                                                                                  -----------      ------------
                  Net cash provided by financing activities                             4,647           13,886
                                                                                  -----------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  (5,550)            6,898

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         13,140            6,242
                                                                                  -----------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $     7,590      $    13,140
                                                                                  ===========      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash received during the year for interest and dividends                     $     6,402      $     6,401
                                                                                  ===========      ============
     Cash paid during the year for interest                                       $     2,930      $     2,839
                                                                                  ===========      ============
     Cash paid during the year for income taxes                                   $       514      $       131
                                                                                  ===========      ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       34

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                 Net
                                                Common Stock                                  Unrealized
                                                ------------                       Retained     Holding
                                                    Par               Additional   Earnings      Gains        Total
                                                   Value                Paid-in  (Accumulated  Losses) on  Stockholders'
                                        Shares   (Rounded)    Amount    Capital    Deficit)    Securities    Equity
                                        ------   ---------    ------    -------    --------    ----------    ------
                                                    (Dollars in Thousands, Except Par Value Per Share)

<S>                                    <C>        <C>        <C>        <C>        <C>        <C>          <C>
Balance, December 31, 1997             865,829    $  3.47    $ 3,007    $ 3,149    $  (239)   $   (95)     $ 5,822

Stock issued for stock split and par
     value reduction (rounded)          86,467      (0.32)         -          -         (1)         -           (1)
Comprehensive income:
     Net income                              -          -          -          -        564          -
     Net change in unrealized holding
         gains on securities                 -          -          -          -          -         62

       Total comprehensive income            -          -          -          -          -          -          626
                                       -------    -------    -------    -------   --------    -------      -------

Balance, December 31, 1998             952,296       3.15      3,007      3,149        324        (33)       6,447

Stock warrants exercised               354,871          -      1,118      1,122         (1)         -        2,239
Comprehensive income:
     Net income                              -          -          -          -       (276)         -
     Net change in unrealized holding
         gains on securities                 -          -          -          -          -        (43)

       Total comprehensive income            -          -          -          -          -          -         (319)
                                     ---------    -------    -------    -------   --------    -------      -------

Balance, December 31, 1999           1,307,167    $  3.15    $ 4,125    $ 4,271   $     47    $   (76)     $ 8,367
                                     =========    =======    =======    =======   ========    =======      =======

</TABLE>




















          See accompanying notes to consolidated financial statements.

                                       35
<PAGE>



                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

General:
The consolidated  financial  statements include the accounts and transactions of
Citrus Financial  Services,  Inc.  ("Citrus") and its  wholly-owned  subsidiary,
Citrus Bank, National Association ("Citrus Bank"). All significant  intercompany
accounts and transactions have been eliminated in  consolidation.  For financial
statement presentation,  Citrus Mortgage Corp., a wholly-owned inactive company,
has been excluded from the consolidation.  The accounting and reporting policies
of Citrus and Citrus Bank conform with generally accepted accounting  principles
and with general practices within the banking industry.

Citrus  Bank  provides  a wide  range of  banking  services  to  individual  and
corporate customers primarily in Indian River County, Florida.

Citrus and Citrus Bank are subject to regulations  issued by certain  regulatory
agencies and undergo periodic examinations by those agencies.

Use of Estimates:
In preparing the consolidated  financial  statements,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  as of the date of the balance  sheet and  revenues and expenses for
the period. Actual results could differ significantly from those estimates.

Material  estimates that are  particularly  susceptible  to  significant  change
relate to the  determination of the allowance for credit losses,  the fair value
of  financial  instruments,  and  the  valuation  of  real  estate  acquired  in
connection  with  foreclosures  or in  satisfaction of loans ("Other Real Estate
Owned").  In connection  with the  determination  of the  allowances  for credit
losses and foreclosed real estate, management obtains independent appraisals for
significant properties.

Management  believes that the  allowance  for credit  losses is adequate.  While
management uses available  information to recognize  losses on loans,  including
independent  appraisals  for  significant  properties,  future  additions to the
allowance may be necessary based on changes in economic conditions. In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the allowance based on their  judgments  about  information
available to them at the time of their examination.

Cash and Due From Banks:
Citrus Bank is required to maintain reserve funds in cash or on deposit with the
Federal  Reserve Bank.  The required  reserve at December 31, 1999 and 1998, was
approximately $188,000 and $279,000, respectively.

Investments:
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investments in Debt and Equity  Securities  ("SFAS No. 115"),  sets the standard
for  classification  of and accounting for investments in equity securities that
have readily  determinable  fair values,  and all investments in debt securities
that are to be classified  as  held-to-maturity  securities,  available-for-sale
securities, or trading securities.

Debt  securities  that an enterprise has the positive intent and ability to hold
to maturity  are  classified  as  held-to-maturity  securities  and  reported at
amortized cost. Debt and equity  securities that are bought and held principally
for the  purpose  of  selling  them in the near term are  classified  as trading
securities and reported at fair value, with unrealized gains and losses included
in   earnings.   Debt  and   equity   securities   not   classified   as  either
held-to-maturity   securities   or  trading   securities   are   classified   as
available-for-sale  securities and reported at fair value, with unrealized gains
and losses  excluded  from  earnings  and  reported as a separate  component  of
stockholders' equity.

                                       36

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Continued)

Citrus Bank  classifies its  investments at the purchase date in accordance with
the above-described guidelines.  Premiums or discounts on securities at the date
of purchase are being  amortized or accreted,  respectively,  over the estimated
life of the security using a method which  approximates  the level yield method.
Gains and losses  realized on the  disposition  of  securities  are based on the
specific identification method and are reflected in other income.

Loans Held for Investment:
Loans held for  investment  are stated at unpaid  principal  balances,  less the
allowance for credit  losses and net deferred loan fees and unearned  discounts.
Unearned  discounts on installment  loans are recognized as income over the term
of the loans using a method that approximates the interest method.

Interest on loans held for  investment  is accounted  for on the accrual  basis.
Generally,  Citrus'  policy is to  discontinue  the accrual of interest on loans
delinquent  over  ninety  days  unless  fully  secured  and  in the  process  of
collection.  The accrued and unpaid interest is reversed from current income and
thereafter  interest is recognized only to the extent  payments are received.  A
nonaccrual  loan may be restored to accrual  basis when  interest and  principal
payments are current and prospects for future recovery are no longer in doubt.

Citrus  has  adopted  Statement  of  Financial  Accounting  Standards  No.  114,
Accounting  by Creditors for  Impairment of a Loan ("SFAS No. 114"),  which sets
the standard for recognition of loan impairment and the measurement  methods for
certain  impaired  loans and loans  whose terms are  modified  in troubled  debt
restructurings.

Under SFAS No. 114, a loan is impaired  when it is probable that a creditor will
be unable to collect the full amount of principal  and interest due according to
the contractual terms of the loan agreement. When a loan is impaired, a creditor
has a choice of ways to measure the  impairment.  The  measurement of impairment
may be based on (1) the present  value of the expected  future cash flows of the
impaired loan discounted at the loan's original effective interest rate, (2) the
observable  market  price of the  impaired  loan,  or (3) the fair  value of the
collateral of a collateral-dependent  loan. Creditors may select the measurement
method on a loan-by-loan basis, except that collateral-dependent loans for which
foreclosure is probable must be measured at the fair value of the collateral.  A
creditor in a troubled debt  restructuring  involving a restructured loan should
measure  impairment by discounting  the total expected  future cash flows at the
loan's  original  effective  rate of interest.  If the value of the loan is less
than the  recorded  investment  in the  loan,  a loss  should be  recognized  by
recording a valuation  allowance and a  corresponding  increase to the provision
for credit losses charged to operating expenses.

Loan Fees:
Loan origination and commitment fees and certain direct loan  origination  costs
are  deferred  and  recognized  over  the term of the  related  loans as a yield
adjustment using the level-yield method  (loan-by-loan  basis).  Amortization of
deferred fees and costs is discontinued when  collectibility of the related loan
is deemed  uncertain.  Fees and direct loan  origination  costs for  unexercised
commitments are recognized in income upon expiration of commitment.

Loans Held for Sale:
Citrus Bank originates and purchases  residential mortgage loans for sale to the
Federal  National  Mortgage  Association  ("FNMA")  and other  investors  in the
secondary  market.  Substantially all such loans are purchased through a program
that  provides  table  funding  for  mortgage  loans  originated  by third party
mortgage brokers that are held for  securitization or sale to an end investor in
exchange for Citrus Bank's  purchase of an undivided 100% interim  interest on a
loan-by-loan basis.


                                       37

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Continued)

Under this program,  the originating broker closes a mortgage loan that has been
pre-approved  by Citrus Bank as  conforming  with Citrus  Bank's  pre-determined
lending  guidelines and secondary market  conditions,  assigns the mortgage loan
and the purchase and rate-lock  commitments  to Citrus Bank,  and receives up to
98% of the  mortgage  note  amount.  Citrus  Bank is not  shown  on the  closing
statements as lender but is assigned a 100% interest in the mortgage  loan.  The
discount  from the  mortgage  note  amount  ("holdback")  and the  purchase  and
rate-lock  commitments  limit  market  risks.  The  advance  approval  of  these
conforming  mortgage  loans as well as the holdback limit credit risks and since
these mortgage loans are  conforming,  Citrus Bank can sell these mortgage loans
in the secondary market to FNMA or other investors. Citrus Bank is not obligated
to table fund all mortgage loans provided by a broker and the agreement with the
broker can be canceled  with 30 days notice.  Typically,  Citrus Bank works with
three to four  brokers  and the end  investors  used by the  brokers to purchase
these mortgage loans approximates ten. The holdback is returned to the broker at
the time of settlement with the end investor, net of interest and fees earned by
Citrus Bank. No servicing rights are purchased or servicing  performed by Citrus
Bank.  Substantially all mortgage loans are conforming and have been pre-sold to
the end investor at the time of table  funding.  Loans held for sale are carried
at cost, which is lower than market in all material respects.

Loans originated for sale to FNMA were not material in 1999 or 1998.

Interest and Fee Income from Table Funding Loan Program:
Citrus  Bank  accounts  for  interest  on the loans held for sale on the accrual
basis.  A  processing  fee is charged  for each loan  purchased  under the table
funding loan program,  and this fee is recorded into fee income when the loan is
sold. This fee income is included in the  Consolidated  Statements of Operations
and Comprehensive Income caption, "Interest and fees on loans held-for-sale."

Allowance for Credit Losses:
The  provision  for credit  losses  charged to operating  expenses is based upon
management's  judgment of the adequacy of the allowance giving  consideration to
its credit loss experience and an evaluation of the current loan portfolio. Such
provisions, less net charge-offs, comprise the allowance, which is deducted from
loans and is available for future charge-offs.

Facilities:
Facilities are stated at cost, less accumulated  depreciation and  amortization.
Charges  to  income  for  depreciation  and  amortization  are  computed  on the
straight-line method over the assets' estimated useful lives.

When  properties  are sold or otherwise  disposed of, the gain or loss resulting
from the  disposition  is  credited  or  charged  to  income.  Expenditures  for
maintenance  and repairs are charged against income and renewals and betterments
are capitalized.

Other Real Estate Owned:
Real estate properties  acquired through, or in lieu of, loan foreclosure are to
be sold and are  initially  recorded  at fair  value at the date of  foreclosure
establishing a new cost basis.  After  foreclosure,  valuations are periodically
performed by management  and the real estate is carried at the lower of carrying
amount or fair value less cost to sell. Revenue and expenses from operations and
changes in the  valuation  allowance  are  included in loss on  foreclosed  real
estate.

Off-Balance Sheet Instruments:
In the  ordinary  course of business,  Citrus Bank has entered into  off-balance
sheet  financial  instruments  consisting  of  commitments  to extend credit and
standby  letters of credit.  Such  financial  instruments  are  recorded  in the
financial statements when they become payable.


                                       38

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Continued)

Employee Benefits:
Profit sharing costs are charged to salaries and employee  benefits  expense and
are funded as accrued.

Income Taxes:
Provisions  for income taxes are based on amounts  reported in the statements of
operations,  after exclusion of non-taxable income such as interest on state and
municipal securities, and include deferred taxes on temporary differences in the
recognition of income and expense for tax and financial statement purposes.  The
principal temporary differences are depreciation and amortization, provision for
credit  losses,  and unrealized  holding gains (losses) on securities.  Deferred
taxes are  computed  on the  liability  method as  prescribed  in SFAS No.  109,
Accounting for Income Taxes.

Computation of Per Share Earnings:
Basic  earnings per share ("EPS")  amounts are computed by dividing net earnings
by the weighted average number of common shares  outstanding  during the period.
Diluted earnings per share are computed by dividing net earnings by the weighted
average number of shares and all dilutive  potential shares  outstanding  during
the period. The average number of shares and dilutive potential shares have been
restated for the 10% stock split on April 27, 1998.  The  following  information
was used in the  computation  of earnings  per share on both a basic and diluted
basis for years ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                                                          For the Years Ended
                                                                              December 31,
                                                                            1999        1998
                                                                          --------     -------
                                                                  (In thousands except per share data)
<S>                                                                        <C>          <C>
     Basic EPS computation:
         Numerator - Net income (loss)                                     $ (276)      $  564
         Denominator - Weighted average shares outstanding                    953          952
                                                                           ------       ------

         Basic EPS                                                         $(0.29)      $ 0.59
                                                                           ======       ======

     Diluted EPS computation:
         Numerator - Net income                                            $ (276)      $  564
                                                                           ------       ------
         Denominator - Weighted average shares outstanding                    953          952
         Stock options and warrants                                            66          227
                                                                           ------       ------

                                                                            1,019        1,179

         Diluted EPS                                                       $(0.27)      $ 0.48
                                                                           ======       ======
</TABLE>

Statements of Cash Flows:
For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand, amounts on deposit in non-interest  bearing accounts with other commercial
banks, and federal funds sold.

Advertising and Public Relations:
Citrus expenses advertising and public relations costs as incurred.  Advertising
and public  relations  costs for 1999 and 1998 as  included  in other  operating
expenses were $117,000 and $72,000, respectively.

Reclassification of Accounts:
Certain  items in the  consolidated  financial  statements  for 1998  have  been
reclassified to conform to the classifications used for the current year.

                                       39
<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 2 - INVESTMENT SECURITIES
<TABLE>
<CAPTION>

The amortized  cost and estimated  fair value of  instruments in debt and equity
securities are as follows:

                                        December 31, 1999                            December 31, 1998
                                        -----------------                            -----------------
                                        Gross      Gross                                 Gross     Gross
                            Amortized Unrealized Unrealized   Fair         Amortized  Unrealized Unrealized   Fair
                               Cost     Gains     Losses      Value           Cost       Gains     Losses     Value
                               ----     -----     ------      -----           ----       -----     ------     -----
                                      (Dollars In Thousands)                         (Dollars In Thousands)

<S>                           <C>      <C>        <C>        <C>             <C>        <C>       <C>       <C>
Available-for-sale
   U.S. Government agencies   $3,032   $    -     $(  32)    $ 3,000         $ 1,600    $   18    $    -    $ 1,618
   Mortgage-backed securities  2,251        -      (  74)      2,177           2,734         -       (63)     2,671
   Other                         459        -          -         459             386         -         -        386
                              ------   ------     ------     -------         -------    ------    ------    -------

     Total available-for-sale  5,742        -      ( 106)      5,636           4,720        18       (63)     4,675
                              ------   ------     ------     -------         -------    ------    ------    -------

Held-to-Maturity
   U.S. Government agencies      485        -      (  74)        411             481         -       (35)       446
   Mortgage-backed securities    554        -      (  12)        542             826         2        (1)       827
   Other                           -        -          -           -               -         -         -          -
                              ------   ------     ------     -------         -------    ------    ------    -------

     Total held-to-maturity    1,039        -      (  86)        953           1,307          2     ( 36)     1,273
                              ------   ------     ------     -------         -------    -------   ------    -------

Total investment securities   $6,781   $    -     $( 192)    $ 6,589         $ 6,027    $    20   $ ( 99)   $ 5,948
                              ======   ======     ======     =======         =======    =======   ======    =======
</TABLE>

The fair  value of  securities  fluctuates  during  the  investment  period.  No
provision  for loss has been made in  connection  with the decline of fair value
below book value,  because the securities are purchased for investment  purposes
and the decline is not deemed to be other than temporary.  Temporary declines in
fair value of  securities  available-for-sale  at December 31, 1999,  of $76,000
(net of deferred  income  taxes of $30,000)  are  regarded as an  adjustment  to
stockholders'  equity.  The estimated  fair value of securities is determined on
the basis of market quotations. At December 31, 1999, no securities were pledged
to secure deposits and for other operating purposes.

At December 31, 1999 and 1998,  the carrying  value of  collateralized  mortgage
obligations    included    securities    available-for-sale    and    securities
held-to-maturity was approximately $1,998,000 and $2,446,000, respectively.

The cost and estimated fair value of debt and equity  securities at December 31,
1999, by  contractual  maturities,  are shown below.  Expected  maturities  will
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

                                                Securities                       Securities to be
                                            Available-for-sale                   Held-to-Maturity
                                            ------------------                   ----------------
                                                         Estimated                          Estimated
                                        Amortized          Fair             Amortized          Fair
                                          Cost             Value              Cost             Value
                                          ----             -----              ----             -----
                                                          (Dollars In Thousands)
<S>                                   <C>               <C>                <C>              <C>
     Due in one year or less          $        -        $        -         $    327         $     324
     Due from one to five years            3,032             3,000              490               415
     Due from five to ten years            1,568             1,518              222               214
     Due after ten years                     683               659                -                 -
     Other                                   459               459                -                 -
                                      ----------        ----------         --------         ---------
                                      $    5,742        $    5,636         $  1,039         $     953
                                      ==========        ==========         ========         =========
</TABLE>

                                       40
<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 3 - LOANS HELD FOR INVESTMENT
<TABLE>
<CAPTION>

Loans held for investment are classified as follows:
                                                                      December 31,
                                                                 1999              1998
                                                                 ----              ----
                                                                 (Dollars In Thousands)
<S>                                                            <C>               <C>
     Commercial and agricultural                               $ 13,881          $ 12,868
     Real estate                                                 49,486            35,914
     Installment and other loans                                  4,385             4,347
                                                               --------          --------
         Total loans                                             67,752            53,129
     Less, unearned income                                           (2)             (120)
     Less, allowance for credit losses                             (401)             (461)
                                                               --------          --------

                                                               $ 67,349          $ 52,548
                                                               ========          ========
</TABLE>
<TABLE>
<CAPTION>

The  following  is a summary of the  transactions  in the  allowance  for credit
losses:

                                                                Year Ended December 31,
                                                                1999              1998
                                                                ----              ----
                                                                (Dollars In Thousands)
<S>                                                            <C>               <C>
     Balance, beginning of year                                $   461           $   431
     Provisions charged to operating expenses                      675                23
     Loans charged-off                                            (768)              (45)
     Recoveries                                                     33                52
                                                               -------           -------

     Balance, end of year                                      $   401           $   461
                                                               =======           =======
</TABLE>


Loans on  which  interest  was not  being  accrued  (nonaccrual  loans)  totaled
$456,000 at December 31, 1999,  and $141,000 at December 1998. Had interest been
accrued on these  nonaccrual  loans at  originally  contracted  rates,  interest
income,  before income taxes, would have been increased by approximately $30,000
and $26,000 at December 31, 1999 and 1998, respectively.

A loan is considered  impaired when,  according to the contractual  terms of the
contract,  it is probable that Citrus Bank will be unable to collect all amounts
due.  The  following  table sets forth the recorded  investment  in impaired and
nonaccrual  loans held for  investment and the related  valuation  allowance for
each loan category as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                         December 31, 1999                         December 31, 1998
                                         -----------------                         -----------------
                              Total Impaired   Amount of      Amount         Total Impaired   Amount of      Amount
                              and Nonaccrual   Valuation    Without Any      and Nonaccrual   Valuation    Without Any
                                  Loans        Allowance     Allowance           Loans        Allowance     Allowance
                                  -----        ---------     ---------           -----        ---------     ---------
                                        (Dollars In Thousands)                         (Dollars In Thousands)

<S>                                <C>         <C>          <C>                  <C>          <C>          <C>
Real estate secured loans          $    88     $      -     $      91            $      -     $      -     $      -
Installment and credit card loans      167            3           164                   2            -            2
Commercial and all other loans         201           11           187                 139           43           96
                                   -------     --------       -------            --------     --------     --------

Totals                             $   456     $     14     $     442            $    141     $     43     $     98
                                   =======     ========     =========            ========     ========     ========
</TABLE>


                                       41
<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 3 - LOANS HELD FOR INVESTMENT (Continued)

At  December  31,  1999,  all  nonaccrual  loans held for  investment  were also
classified by management as impaired. In the fourth quarter of 1999, Citrus Bank
took a direct  charge off of  $199,000  against two loan  relationships  and the
remaining loan balances for these  relationships  are included as nonaccrual and
impaired loans at December 31, 1999. However,  no additional  allowance has been
provided for these loans.

Of the $141,000 in  nonaccrual  loans held for  investment at December 31, 1998,
loans  totaling  $85,000  were  classified  by  management  as  impaired  with a
valuation  allowance  of  $43,000.  The  remaining  nonaccrual  loans  held  for
investment  totaling $56,000 were not classified as impaired because  management
expected to recover substantially all of the balances owed.

All of the impaired and  nonaccrual  loans held for  investment  at December 31,
1999 and 1998, were measured using  management's  current estimate of fair value
of the collateral.  The average loans held for investment classified as impaired
and  nonaccrual  totaled  $324,000  in 1999 and  $265,000  in 1998.  No material
amounts of interest  were  recorded in 1999 or 1998 for impaired and  nonaccrual
loans.

Other real estate owned with a carrying  value of $390,000 was sold during 1999.
Expenses incurred in carrying foreclosed real estate (including the loss on sale
of real estate in 1999 of $27,000)  totaled $43,000 and $9,000 in 1999 and 1998,
respectively. No loans were transferred to foreclosed real estate during 1999 or
1998.


NOTE 4 - LOANS HELD FOR SALE

Loans held for sale include  residential real estate loans held for sale to FNMA
and  outstanding  loans  originated by third-party  brokers,  assigned to Citrus
Bank,  and held by Citrus Bank  pending  transfer  to  investors  with  take-out
commitments.  At December 31, 1999 and 1998,  such loans totaled  $1,963,000 and
$8,291,000,  respectively.  These loans are carried at cost, which is lower than
market.

Citrus Bank does not originate any significant amounts of loans specifically for
resale.  Loans  originated by Citrus Bank and sold  principally  to FNMA totaled
less than 1% of all loans  originated  during 1999 and 1998.  The only servicing
income  received  by  Citrus  Bank  comes  form  the  servicing  of  loans  sold
principally to FNMA.  Servicing  income recorded totaled $18,000 and $22,000 for
the years ended December 31, 1999 and 1998, respectively.


NOTE 5 - FACILITIES
<TABLE>
<CAPTION>

Facilities are summarized as follows:
                                                          Accumulated                      Estimated
                                                        Depreciation and      Net Book       Useful
                                              Cost        Amortization         Value          Lives
                                              ----        ------------         -----          -----
                                                          (Dollars In Thousands)
<S>                                         <C>         <C>                  <C>          <C>
December 31, 1999
     Land and land improvements             $    278    $         -           $    278
     Bank building and improvements            2,230            576              1,654    10 - 31.5 years
     Furniture, fixtures, and equipment        1,980          1,110                870       2 - 10 years
                                            --------       --------           --------

                                             $ 4,488        $ 1,686           $  2,802
                                             =======        =======           ========
</TABLE>


                                       42

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 5 - FACILITIES (Continued)
<TABLE>
<CAPTION>

Facilities are summarized as follows:
                                                        Accumulated                          Estimated
                                                      Depreciation and        Net Book         Useful
                                              Cost      Amortization          Value            Lives
                                              ----      ------------          -----            -----
                                                          (Dollars In Thousands)
<S>                                         <C>             <C>               <C>         <C>
December 31, 1998
     Land and land improvements             $   278     $        -            $    278
     Bank building and improvements           2,219            504               1,715    10 - 31.5 years
     Furniture, fixtures, and equipment       1,647            756                 891       2 - 10 years
                                            -------       --------            --------

                                            $ 4,144        $ 1,260            $  2,884
                                            =======        =======            ========
</TABLE>


Other  expenses  for the  years  ended  December  31,  1999 and  1998,  included
depreciation   and   amortization   of  facilities  of  $342,000  and  $279,000,
respectively.


NOTE 6 - FHLB ADVANCES AND OTHER BORROWINGS

Citrus Bank has a line of credit master  agreement with the FHLB of Atlanta that
enables Citrus Bank to borrow up to $10,000,000  with no expiration  date. These
advances are  collateralized  by Citrus Bank's FHLB stock and a blanket floating
lien consisting of wholly-owned residential (1-4 units) first mortgage loans. No
amounts  were  outstanding  at December  31,  1999 and 1998,  under this line of
credit; however,  average outstanding amounts totaled approximately $707,000 and
$612,000 during 1999 and 1998,  respectively.  In addition to the line of credit
arrangement,  Citrus Bank had fixed-rate  FHLB advances  outstanding at December
31, 1999 and 1998, follows (dollars in thousands):
<TABLE>
<CAPTION>

     Maturity Date              Interest Rate            1999             1998
     -------------              -------------            ----             ----
<S>      <C>                        <C>                 <C>              <C>
         2003                       5.76%               $  167           $  217
</TABLE>


Interest  expense  on the line of credit  and other FHLB  advances  amounted  to
approximately  $48,000 and $54,000  for the years  ended  December  31, 1999 and
1998, respectively.

At December 31, 1999,  Citrus had borrowed  $70,000 from Central  Illinois  Bank
under a revolving line of credit agreement in the amount of $500,000.  This line
of credit  matures  May 20,  2000,  with  interest  floating  at New York prime.
Interest  expenses on this line of credit amounted to  approximately  $2,000 for
the year ended December 31, 1999.

                                       43


<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 7 - TIME DEPOSITS
<TABLE>
<CAPTION>

Time  deposits at December 31, 1999,  totaled  $48,968,000.  Maturities  of such
deposits are as follows:

                                                 Time, $100,000      Other Time
                                                    And Over          Deposits
                                                    --------          --------
                                                       (Dollars In Thousands)
<S>                                                  <C>              <C>
     Three months or less                            $  3,775         $ 12,798
     Over three through twelve months                   5,335           21,792
     Over twelve months through three years               421            3,709
     Over three years                                     216              922
                                                     --------         --------

                                                     $  9,747         $ 39,221
                                                     ========         ========
</TABLE>

Interest  expense on  certificates  of deposit of  $100,000 or more for 1999 and
1998 were approximately $514,000 and $569,000, respectively.


NOTE 8 - INCOME TAXES
<TABLE>
<CAPTION>

The provision for income taxes on income is summarized as follows:

                                                     Year Ended December 31,
                                                     1999              1998
                                                     ----              ----
                                                     (Dollars In Thousands)
<S>                                                <C>                <C>
Current:
     Federal                                       $  (218)           $  457
     State                                             (38)               78
                                                   -------            ------
                                                      (256)              535
                                                   -------            ------

Deferred:
     Federal                                            76              (168)
     State                                              13               (29)
                                                   -------            ------
                                                        89               197
                                                   -------            ------

              Total income tax provision           $  (167)           $  338
                                                   =======            ======

</TABLE>
<TABLE>
<CAPTION>

A reconciliation of the income tax computed at the federal statutory rate of 34%
and the income tax provision shown on the statement of operations, follows:

                                                    Year Ended December 31,
                                                    1999              1998
                                                    ----              ----
                                                    (Dollars In Thousands)
<S>                                                <C>                <C>
     Tax computed at statutory rate                $ (151)            $  307
     Increase (decrease) resulting from:
         Other                                        (16)                31
                                                   -------            ------

              Income tax provision                 $ (167)            $  338
                                                   ======             ======
</TABLE>

                                       44

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 8 - INCOME TAXES (Continued)
<TABLE>
<CAPTION>

The components of the deferred income tax assets are as follows:

                                                            December 31,
                                                       1999              1998
                                                       ----              ----
                                                       (Dollars In Thousands)
<S>                                                    <C>              <C>
     Deferred tax asset:
         Federal                                       $  491           $   212
         State                                             84                36
                                                       ------           -------

                                                          575               248
                                                      -------           -------
     Deferred tax liability:
         Federal                                         (194)              (13)
         State                                            (33)              ( 2)
                                                       ------           -------

                                                         (227)              (15)
                                                       ------           -------

              Net deferred tax asset                   $  348           $   233
                                                       ======           =======
</TABLE>
<TABLE>
<CAPTION>


The tax  effects  of each type of  significant  item that gave rise to  deferred
taxes are:

                                                             December 31,
                                                        1999              1998
                                                        ----              ----
                                                         (Dollars In Thousands)

<S>                                                    <C>             <C>
 Net unrealized holding losses on securities           $   46          $     30
     Depreciation                                         228               (15)
     Allowance for credit losses                           37               173
     Net operating losses                                  81                 -
     Other                                                (44)               45
                                                       ------          --------

         Net deferred tax asset                        $  348          $    233
                                                       ======          ========
</TABLE>


At  December  31,  1999,  Citrus had an  estimated  net  operating  loss for tax
purposes of  $642,000,  which is  available  for  carryback  or  carryover.  Net
operating losses of $426,000 were utilized for book purposes by Citrus in 1999.


NOTE 9 - DEFINED CONTRIBUTION PLAN

Citrus   sponsors  a  401(k)  Profit  Sharing  Plan  (the  "Plan")  that  covers
substantially all employees.  Citrus, at its sole discretion,  may make matching
and  discretionary  contributions  to  eligible  participants.  The  Plan  is  a
prototype plan and has been approved by the Internal Revenue Service.

For  1999  and  1998,   Citrus  expensed   approximately   $2,000  and  $11,000,
respectively.


                                       45
<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 10 - COMMITMENTS AND CONTINGENCIES

Citrus' consolidated financial statements do not reflect various commitments and
contingent  liabilities  that arise in the normal course of business and involve
elements  of  credit  risk,  interest  rate  risk,  and  liquidity  risk.  These
commitments and contingent  liabilities of Citrus Bank,  which include  unfunded
commitments to related parties,  are commitments to extend credit and commercial
and  standby  letters of  credit.  A summary of Citrus  Bank's  commitments  and
contingent liabilities at December 31, 1999 and 1998, follows:
<TABLE>
<CAPTION>

                                                             December 31,
                                                        1999              1998
                                                        ----              ----
                                                       (Dollars In Thousands)
<S>                                                   <C>             <C>
     Commitments to extend credit                     $ 9,445         $ 11,156
     Standby letters of credit                        $    26         $    126
     Commercial letters of credit                     $   100         $    100
</TABLE>

Commitments to extend credit and letters of credit all include  exposure to some
credit  loss in the event of  non-performance  of the  customer.  Citrus  Bank's
credit policies and procedures for credit  commitments and financial  guarantees
are the same as those for extension of credit  instruments  that are recorded in
the  consolidated  financial  statements.  In the opinion of  management,  these
instruments do not generally  present any  significant  liquidity risk to Citrus
Bank. Citrus Bank's experience has been that  substantially all loan commitments
are  drawn  upon by  customers.  Citrus  Bank did not  incur  any  losses on its
commitments in either 1999 or 1998.

Citrus  is party to  litigation  and  claims  arising  in the  normal  course of
business.  Management,  after consultation with legal counsel, believes that the
liabilities,  if any,  arising  from  such  litigation  and  claims  will not be
material to the financial position of Citrus.

At December  31,  1999,  Citrus  Bank had  $2,250,000  unfunded  lines-of-credit
available from other banks for the purchase of federal funds.


NOTE 11 - CONCENTRATIONS OF CREDIT

Substantially  all of Citrus Bank's loans,  commitments,  and standby letters of
credit have been granted to customers in south Florida.  The  concentrations  of
credit by type of loan are set forth in Note 3. The  distribution of commitments
to extend credit  approximates  the distribution of loans  outstanding.  Standby
letters of credit were granted primarily to commercial borrowers.


NOTE 12 - RELATED PARTIES

Citrus Bank holds loans and engages in  transactions  in the ordinary  course of
business with certain of the directors and senior officers of Citrus Bank. Total
loans to such persons and their affiliates amounted to $4,309,000 and $3,468,000
at December 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>

Following is a summary of activity for 1998 and 1999 for such loans:

                 Beginning                                            End of
                  of Year                                              Year
                  Balance          Additions       Reductions         Balance
                  -------          ---------       ----------         -------
                                    (Dollars In Thousands)
<S>  <C>         <C>               <C>               <C>              <C>
     1998        $  3,543          $  1,882          $  1,957         $  3,468
     1999        $  3,468          $  2,475          $  1,634         $  4,309

</TABLE>

                                       46
<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 13 - STOCKHOLDERS' EQUITY

Authorized Capital Stock:
Citrus has authorized 11,000,000 shares of authorized capital stock,  consisting
of  10,000,000  shares of common  stock,  par value $3.15 (as adjusted for stock
splits) per share,  and 1,000,000  shares of preferred stock, par value of $5.00
per share. As of December 31, 1999, 1,307,167 shares of common stock were issued
and outstanding and 177,514 shares were subject to issuance  pursuant to options
and warrants. No shares of preferred stock were issued.
<TABLE>
<CAPTION>

A summary  of  changes  from the  original  issue of $5.00 par value and  $10.00
option price follows:
                                                                       Option
Record Date                 Action          Par Value (Rounded)    Price (Rounded)
-----------                 ------          -------------------    ---------------

<S>                      <C>                    <C>                 <C>
April 13, 1990           Initial Offering       $ 5.00               $ 10.00
March 15, 1995           20% Stock Split          (.83)                (1.67)
January 15, 1997         20% Stock Split          (.70)                (1.39)
May 8, 1998              10% Stock Split          (.32)                ( .63)
                                                ------               -------
December 31, 1999                               $ 3.15               $  6.31
                                                ======               =======
</TABLE>

Stock Warrants and Stock Options:
In connection with Citrus' 1990 offering,  organizers  were granted  warrants to
purchase  469,772  shares of common  stock at $6.31 per share,  (as adjusted for
stock splits).  The warrants are exercisable  for a ten-year  period  commencing
April 13, 1990.  During the fourth quarter of 1999,  warrants for 354,871 shares
were exercised,  leaving a total of 114,901 warrants outstanding at December 31,
1999. $2,000,000 of the proceeds from the exercising of the warrants was used by
Citrus to increase the capital in Citrus Bank at December 31, 1999.  At December
31, 1999, the remaining  contractural life for these warrants was less than four
months.

Executive Officer Stock Options:
Citrus has also entered into stock option agreements with its executive officers
providing for the granting of 112,613  non-statutory stock options. Such options
are  exercisable  between  $6.31 (as adjusted  for stock  splits) and $10.75 per
share.

Statement of Financial  Accounting Standards No. 123, Accounting for Stock-Based
Compensation  ("SFAS No. 123"),  became  effective in 1996. SFAS No. 123 permits
application of the accounting  requirements of an earlier issued APB Opinion No.
25 and, accordingly,  no compensation cost has been recognized in 1999 and 1998.
However,  Citrus must comply with certain additional  disclosures under SFAS No.
123.  The  following  is a summary  of the  activity  relating  to the  options:
<TABLE>
<CAPTION>


                                                                   Weighted
                                                                   Average
                                                   Number of       Exercise
                                                     Shares         Price
<S>                                                  <C>           <C>
     Outstanding at December 31, 1997                56,921        $  6.94
     1998 10% Stock Split                             5,692
                                                     ------
     Outstanding at December 31, 1998                62,613        $  6.31
     Stock options granted in 1999                   50,000        $ 10.38
                                                     ------
     Outstanding at December 31, 1999               112,613        $  8.11
                                                    =======
</TABLE>


                                       47

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 13 - STOCKHOLDERS' EQUITY (Continued)
<TABLE>
<CAPTION>

The  following is a summary of the status of the option  agreements  at December
31, 1999:

                                           Weighted          Weighted
                                            Average           Average         Vested
             Date of       Options         Remaining         Exercise       Options at
              Grant        Granted      Contractual Life       Price      December 31, 1999
              -----        -------      ----------------       -----      -----------------
<S>           <C>          <C>            <C>                 <C>           <C>

              1990         18,789           3.5 months        $  6.31        18,789
              1991         17,424          18.5 months        $  6.31        17,424
              1995         26,400          18.5 months        $  6.31        26,400
              1999         25,000         108 months          $ 10.00         5,000
              1999         25,000         114 months          $ 10.75         5,000
                          -------                                            ------
                          112,613                                            72,613
                          =======                                            ======
</TABLE>

Dividends:
The ability of Citrus to pay  dividends  to  stockholders  depends  primarily on
dividends  received by Citrus from Citrus  Bank.  Citrus  Bank's  ability to pay
dividends is limited by Federal  banking  regulations  based upon Citrus  Bank's
profitability and other factors. At December 31, 1999, approximately $861,000 of
retained  earnings of Citrus Bank was  available  for  payment of  dividends  to
Citrus without prior regulatory approval.

Stock Split:
On April 27, 1998,  Citrus' board of directors declared a stock split payable at
a rate of 10% of shares issued and  outstanding to stockholders of record on May
8, 1998, payable May 31, 1998. Cash in lieu of fractional shares was paid at the
rate of $6.38 per  share.  The  total  cash  paid in lieu of  fractional  shares
amounted to less than $1,000.  The majority of Citrus'  shareholders  are either
directors, officers, or employees, and there is a presumption that these parties
have intimate knowledge of the affairs of Citrus. Since Citrus is a closely-held
registrant, and the Board of Directors has clearly stated that this distribution
is a stock  split  and  their  intent  is such,  the need to  transfer  retained
earnings does not exist. Accordingly,  this stock split was not accounted for as
a stock dividend as is generally the case for stock splits less than 20% to 25%.


NOTE 14 - NONINTEREST OPERATING EXPENSES
<TABLE>
<CAPTION>

Other operating expenses were as follows:
                                                             December 31,
                                                        1999              1998
                                                        ----              ----
                                                         (Dollars In Thousands)
<S>                                                    <C>               <C>
     Advertising and public relations                  $   117           $    72
     Assessments and insurance                              80                68
     Courier, postage, and freight                          70                88
     Data processing                                        69               158
     Directors' fees                                        56                51
     Dues, subscriptions, and memberships                   40                37
     Meetings and travel                                    43                42
     Organizational expenses - Sebring                      79                 -
     Professional fees                                     118               133
     Stationary, printing, and supplies                     82                73
     Telephone                                              47                50
     Terminated public offering                            337                 -
     Other miscellaneous expenses                          250               225
                                                       -------           -------

                                                       $ 1,388           $   997
                                                       =======           =======

</TABLE>


                                       48

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 15 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

     Cash and Cash Equivalents:
         For those short-term  instruments,  the carrying amount is a reasonable
         estimate of fair value.

     Investment Securities:
         For  securities  held as  investments,  fair value equals quoted market
         price,  if available.  If a quoted market price is not available,  fair
         value is estimated using quoted market prices for similar securities.

     Loans:
         For loans subject to repricing  and loans  intended for sale within six
         months,  fair value is estimated  at the  carrying  amount plus accrued
         interest.

         The fair value of other types of loans is estimated by discounting  the
         future cash flows using the current  rates at which similar loans would
         be made to  borrowers  with  similar  credit  ratings  and for the same
         remaining maturities.

     Deposit Liabilities:
         The fair value of demand deposits,  savings accounts, and certain money
         market  deposits is the amount payable on demand at the reporting date.
         The fair value of long-term  fixed maturity  certificates of deposit is
         estimated  using the rates  currently  offered for  deposits of similar
         remaining maturities.

     Short-term Debt:
         For short-term debt,  including accounts and demand notes payable,  the
         carrying amount is a reasonable estimate of fair value.

     Other Borrowings:
         Since this borrowing is at a recent market  interest rate, the carrying
         amount is a reasonable estimate of fair value.
<TABLE>
<CAPTION>

The estimated fair values of Citrus Bank's financial instruments at December 31,
1999, are as follows:

                                                        Carrying            Fair
                                                         Amount             Value
                                                         ------             -----
                                                          (Dollars In Thousands)
<S>                                                     <C>               <C>
     Financial Assets
         Cash and deposits in other banks               $   4,072         $   4,072
         Federal funds sold                                 3,550             3,550
         Investment securities                              6,675             6,589
         Loans held for investment                         67,349            67,130
         Loans held for sale                                1,963             1,963
                                                        ---------         ---------

              Total assets valued                       $  83,609         $  83,304
                                                        =========         =========

     Financial Liabilities
         Deposits                                       $  79,091         $  79,110
         Other borrowings                                     237               237
                                                        ---------         ---------

              Total liabilities valued                  $  79,328         $  79,347
                                                        =========         =========
</TABLE>


                                     49

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 15 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

While these  estimates of fair value are based on  management's  judgment of the
most  appropriate  factors,  there is no  assurance  that,  were  Citrus to have
disposed of such items at December 31,  1999,  the  estimated  fair values would
necessarily  have been  achieved at that date,  since  market  values may differ
depending on various  circumstances.  The estimated  fair values at December 31,
1999, should not necessarily be considered to apply at subsequent dates.


NOTE 16 - REGULATORY CAPITAL

The  Federal  Reserve  Board and other bank  regulatory  agencies  have  adopted
risk-based  capital  guidelines for banks and bank holding  companies.  The main
objectives of the risk-based  capital framework are to provide a more consistent
system for comparing capital positions of banking organizations and to take into
account the different risks among banking  organizations'  assets,  liabilities,
and off-balance  sheet items.  Bank regulatory  agencies have  supplemented  the
risk-based  capital  standard with a leverage  ratio for Tier I capital to total
reported assets.

Failure to meet the capital  adequacy  guidelines  and the  framework for prompt
corrective  actions could  initiate  actions by the regulatory  agencies,  which
could have a material effect on the financial statements.

As of December 31, 1999, the most recent notification from the FDIC, Citrus Bank
was categorized as well  capitalized  under the regulatory  framework for prompt
corrective  action. To remain  categorized as well capitalized,  it will have to
maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios
as  disclosed in the table below.  There are no  conditions  or events since the
most  recent  notification  that  management  believes  have  changed the prompt
corrective action category.
<TABLE>
<CAPTION>
                                                                                              To Be Well
                                                                                             Capitalized
                                                                                             Under Prompt
                                                                  For Capital              Corrective Action
                                         Actual                  Adequacy Purposes            Provisions
                                    Amount     Ratio           > Amount   > Ratio         > Amount   > Ratio
                                    ------     -----           - ------   - -----         - ------   - -----
                                                              (Dollars in Thousands)
<S>                                <C>         <C>              <C>         <C>            <C>        <C>
As of December 31, 1999
     Total Risk-Based Capital
     (To Risk-Weighted Assets)     $ 8,417     11.91%           $ 5,654     8.00%          $ 7,067    10.00%
     Tier I Capital
     (To Risk-Weighted Assets)     $ 8,016     11.34%           $ 2,827     4.00%          $ 4,240     6.00%
     Tier I Capital
     (To Adjusted Total Assets)    $ 8,016      9.34%           $ 3,434     4.00%          $ 4,293     5.00%

As of December 31, 1998
     Total Risk-Based Capital
     (To Risk-Weighted Assets)     $ 6,476     10.71%           $ 4,839     8.00%          $ 6,049    10.00%
     Tier I Capital
     (To Risk-Weighted Assets)     $ 6,015      9.94%           $ 2,420     4.00%          $ 3,630     6.00%
     Tier I Capital
     (To Adjusted Total Assets)    $ 6,015      7.33%           $ 3,283     4.00%          $ 4,104     5.00%

</TABLE>



                                       50

<PAGE>


                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 17 - PARENT COMPANY FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Presented  below  are  condensed  financial   statements  for  Citrus  Financial
Services, Inc. (parent only):

Condensed Balance Sheets as of December 31:                              1999              1998
                                                                         ----              ----
                                                                         (Dollars In Thousands)
<S>                                                                   <C>                <C>
Assets
     Cash and cash equivalents                                        $        3         $    135
     Investment in subsidiary bank, net                                    7,940            5,982
     Other assets                                                            559              330
                                                                      ----------         --------

     Total                                                            $    8,502         $  6,447
                                                                      ==========         ========

Liabilities and Stockholders' Equity
     Liabilities                                                      $      135         $      -
     Stockholders' equity                                                  8,367            6,447
                                                                      ----------         --------

     Total                                                            $    8,502         $  6,447
                                                                      ==========         ========

Condensed Statements of Operations and Stockholders' Equity
Years Ended December 31:                                                 1999              1998
                                                                         ----              ----
                                                                         (Dollars In Thousands)
Equity in net income of subsidiary bank                               $        1         $    587
Other income                                                                  45              101
Other expenses                                                              (322)            (124)
                                                                      ----------         --------
Net income (loss)                                                           (276)             564
Stockholders' Equity:
     Beginning of  year                                                    6,447            5,822
     Stock warrants exercised and rounding                                 2,239               (1)
     Net change in unrealized holding gains on
         securities in subsidiary bank                                       (43)              62
                                                                      ----------         --------

     End of year                                                      $    8,367         $  6,447
                                                                      ==========         ========

Condensed Statements of Cash Flows
Years Ended December 31:                                                 1999              1998
                                                                         ----              ----
                                                                         (Dollars In Thousands)
Operating Activities
Net income (loss)                                                     $     (276)        $    564
Adjustment to reconcile net income to net cash
     provided by operating activities:
     Equity in undistributed earnings of subsidiary                         (  1)            (587)
     Deferred income taxes                                                     -             (184)
     Other                                                                   (94)              78
                                                                      ----------         --------
Net Cash Used In Operating Activities                                       (371)            (129)
Net Cash Used by Investing Activities:
     Capital contribution to Citrus Bank                                  (2,000)               -
Net Cash Provided by Financing Activities:
     Proceeds from stock warrants exercised                                2,239                -
                                                                      ----------         --------
Net Decrease in Cash and Cash Equivalents                                   (132)            (129)
Cash and Cash Equivalents:
     Beginning of year                                                       135              264
                                                                      ----------         --------
     End of year                                                      $       3          $    135
                                                                      ==========         ========
</TABLE>

                                       51

<PAGE>

                 CITRUS FINANCIAL SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 18 - PUBLIC STOCK OFFERING

On  December  30,  1999,  Citrus  filed an  application  for  withdrawal  of its
Registration Statement on Form SB-2 ("Registration  Statement").  As a result of
terminating the public  offering,  Citrus expensed costs totaling  approximately
$337,000 that were incurred in connection  with the  Registration  Statement and
the public  offering.  Also, in connection with the organization of the proposed
Sebring bank (as discussed in the Registration  Statement),  Citrus has expensed
approximately $79,000 in organizational costs.







                                       52


<PAGE>

Board of Directors
Citrus Financial Services, Inc.
Citrus Bank, National Association

Robert L. Brackett
         Chairman  of  the  Board, Citrus  Financial  Services, Inc. and  Citrus
         Bank, N.A.
         Treasurer and Director, Credit Data Services, Inc.
         Real Estate Investments

Josh C. Cox, Jr.
         President and  Chief Executive Officer, Director, Citrus Financial
         Services, Inc.
         Chief Executive Officer, Vice-Chairman of the Board, Citrus Bank, N.A.

S. Hallock duPont, Jr.
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         President, Europa Corp.

Hubert Graves, Jr.
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         President, Hubert Graves Citrus, Inc.
         President, HGX, Inc.

Roy H. Lambert
         Director, Citrus Financial Services, Inc.
         Chairman, Regency Windsor Companies

Earl H. Masteller
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         President, Masteller, Moler & Associates, Inc.
         Vice President, Masteller, Moler & Reed, Inc.

John A. Purdie
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         President, Regency Windsor Capital, Inc.


                                       53
<PAGE>


Louis L. Schlitt
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         Past President, Schlitt Insurance Services, Inc.
         Past President, Louis Schlitt, Inc.

Walter E. Smith, Jr.
         Director, Citrus Financial Services, Inc.
         Owner/Operator, Travel Centers of America (Four)

James R. Thompson
         Director, Citrus Financial Services, Inc. and Citrus Bank, N.A.
         Consulting Engineer, Regency Windsor Capital, Inc.

Jeffrey L. Velde
         Director, Citrus Bank, N.A.
         President, Velde Ford

William B. Schuh
         Director,  Citrus Bank, N.A.
         Retired.  Past Community Development Manager, Citrus Bank, N.A.



                                       54


<PAGE>


Officers
Citrus Financial Services, Inc.
Citrus Bank, National Association

Josh C. Cox, Jr.
   President and Chief Executive Officer, Citrus Financial Services, Inc.
   Vice Chairman and Chief Executive Officer, Citrus Bank, N.A.

Randy J. Riley
   Senior Vice President and Credit Administrator, Citrus Financial Services,
   Inc.
   President and Chief Operating Officer, Citrus Bank, N.A.

Henry O. Speight
   Executive Vice President, Chief Financial Officer, Citrus Financial Services,
   Inc.
   Senior Vice President and Chief Financial Officer, Citrus Bank, N.A.

Walter A. Alvarez
   President, Miami Region, Citrus Bank, N.A.

John M. Tench
   President, Sebring Region, Citrus Bank, N.A.

Joanna Brown
   Vice President, Operations Manager,
Citrus Bank, N.A.

Barbara S. Camarigg
Vice President, Banking Center Administrator,
Citrus Bank, N.A.

Diana R. Best
Assistant Vice President, Banking Support Manager,
Citrus Bank, N.A.

E. Angel Brown
Assistant Vice President, Manager
Vero Beach Banking Center Manager, Citrus Bank, N.A.

Michele L. Schenarts
Assistant Vice President, Mortgage Funding Manager,
Citrus Bank, N.A.

Marion H. Tupek
Assistant Vice President, Finance Officer,
Citrus Bank, N.A.

                                       55


<PAGE>


Shareholder Information

Shareholder Assistance:  Shareholders requiring  a change of address, records or
information about lost /missing certificates should contact:

     Continental Stock Transfer and Trust Company
     2 Broadway
     New York, New York 10004
     (212) 509-4000

Information:  Analysts, investors and others seeking financial data or general
information are asked to contact:

     Josh C. Cox, Jr., President and CEO
     Telephone: (561) 778-4100

Publications:  Requests for printed  materials  including  annual and  quarterly
reports,  proxy  statements,  10-KSB and 10-QSB  reports  should be  directed to
CFSI's Finance Officer:

     Citrus Financial Services, Inc.
     P.O. Box 2560
     Vero Beach, FL 32961-2560
     Telephone: (561) 778-4100

Annual Meeting: Citrus' 2000 annual meeting of shareholders will be held at 5:00
p.m. on Monday,  April 24,  2000,  at the  Corporate  Office,  1717 Indian River
Boulevard, Suite 100, Vero Beach, Florida.

Independent Auditors:
     Stevens, Sparks & Company, P.A.
     6273 DuPont Station Court
     Jacksonville, Florida   32217-2513
     Telephone: (904) 731-1366

Legal Counsel:
     Igler & Dougherty, P.A.
     1501 Park Avenue East
     Tallahassee, Florida 32301
     (850) 878-2411

                                       56