PSB BANCGROUP, INC. AND SUBSIDIARY
                               Lake City, Florida


                    Audited Consolidated Financial Statements
           At December 31, 2001 and 2000 and For the Years Then Ended


                  (Together with Independent Auditors' Report)








































<PAGE>



                          Independent Auditors' Report



Board of Directors
PSB BancGroup, Inc.
Lake City, Florida:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of PSB
BancGroup,  Inc. and Subsidiary  (the  "Company") at December 31, 2001 and 2000,
and the related consolidated statements of operations,  changes in stockholders'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of the Company
at December 31, 2001 and 2000,  and the results of its  operations  and its cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.





HACKER, JOHNSON & SMITH PA
Tampa, Florida
January 28, 2002



<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

<TABLE>
                                                                                               At December 31,
                                                                                               ---------------
                                                                                          2001                 2000
                                                                                          ----                 ----
    Assets

<S>                                                                                   <C>                       <C>
Cash and due from banks                                                               $    637,587              599,621
Federal funds sold                                                                         273,000                    -
                                                                                           -------              -------

       Total cash and cash equivalents                                                     910,587              599,621

Securities available for sale                                                            7,232,327            3,896,400
Loans, net of allowance for loan losses of $230,106
    in 2001 and $139,224 in 2000                                                        18,924,380           11,153,659
Premises and equipment, net                                                              1,433,273            1,457,695
Foreclosed assets                                                                          231,203                    -
Accrued interest receivable                                                                158,721              149,257
Federal Home Loan Bank stock, at cost                                                       60,000               14,400
Deferred income taxes                                                                      488,829              387,808
Other assets                                                                                88,817               80,734
                                                                                            ------               ------

       Total assets                                                                   $ 29,528,137           17,739,574
                                                                                      ============           ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits                                                  2,336,826            1,211,172
    Savings, NOW and money-market deposits                                               4,570,909            2,953,923
    Time deposits                                                                       17,114,024            8,936,588
                                                                                        ----------            ---------


       Total deposits                                                                   24,021,759           13,101,683

    Advance from Federal Home Loan Bank                                                  1,200,000                    -
    Federal funds purchased                                                                      -              245,000
    Other liabilities                                                                      482,293              425,120
                                                                                           -------              -------

       Total liabilities                                                                25,704,052           13,771,803
                                                                                        ----------           ----------


Commitments and contingencies (Notes 8 and 9)

Stockholders' equity:
    Preferred stock, $.01 par value, 2,000,000 shares authorized,
       none issued or outstanding                                                                -                    -
    Common stock, $.01 par value; 8,000,000 shares authorized,
       517,884 and 515,784 shares issued and outstanding in
       2001 and 2000                                                                         5,179                5,158
    Additional paid-in capital                                                           4,618,277            4,599,398
    Accumulated deficit                                                                   (839,907)            (677,354)
    Accumulated other comprehensive income                                                  40,536               40,569
                                                                                            ------               ------


       Total stockholders' equity                                                        3,824,085            3,967,771
                                                                                         ---------            ---------

       Total liabilities and stockholders' equity                                     $ 29,528,137           17,739,574
                                                                                      ============           ==========
</TABLE>


See Accompanying Notes to Consolidated Financial Statements.


                                       2
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations

<TABLE>
                                                                                            Year Ended December 31,
                                                                                          2001                  2000
                                                                                          ----                  ----
<S>                                                                                   <C>                       <C>
Interest income:
    Loans                                                                             $  1,284,522              716,246
    Securities                                                                             284,847              206,966
    Other interest-earning assets                                                           71,230               67,244
                                                                                            ------               ------


       Total interest income                                                             1,640,599              990,456
                                                                                         ---------              -------


Interest expense:
    Deposits                                                                               911,216              468,022
    Borrowings                                                                              12,160                2,507
                                                                                            ------                -----


       Total interest expense                                                              923,376              470,529
                                                                                           -------              -------


Net interest income                                                                        717,223              519,927

       Provision for loan losses                                                           160,793              100,818
                                                                                           -------              -------


Net interest income after provision for loan losses                                        556,430              419,109
                                                                                           -------              -------

Noninterest income:
    Service charges on deposit accounts                                                     84,878               36,737
    Other service charges and fees                                                          19,737               11,101
    Other                                                                                   60,421               27,402
                                                                                            ------               ------


       Total noninterest income                                                            165,036               75,240
                                                                                           -------               ------


Noninterest expenses:
    Salaries and employee benefits                                                         447,753              413,642
    Occupancy expense                                                                      151,983              154,624
    Professional fees                                                                       70,661               76,353
    Data processing                                                                        105,037               96,518
    Marketing and advertising                                                               45,939               31,636
    Telephone expense                                                                       10,838               10,020
    Printing and office supplies                                                            28,005               42,348
    Other                                                                                  124,803              111,318
                                                                                           -------              -------


       Total noninterest expenses                                                          985,019              936,459
                                                                                           -------              -------

       Loss before income tax benefit                                                     (263,553)            (442,110)

Income tax benefit                                                                        (101,000)            (169,000)
                                                                                          --------             --------

       Net loss                                                                       $   (162,553)            (273,110)
                                                                                      ============             ========

Loss per share, basic and diluted                                                     $       (.31)                (.53)
                                                                                      ============                 ====


Weighted-average number of shares outstanding, basic and diluted                           516,900              515,383
                                                                                           =======              =======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

           Consolidated Statements of Changes in Stockholders' Equity



<TABLE>
                                                                                                     Accumulated
                                                                                                        Other
                                              Common Stock          Additional                         Compre-           Total
                                           -------------------       Paid-In        Accumulated        hensive       Stockholders'
                                           Shares       Amount       Capital          Deficit           Income           Equity
                                           ------       ------       -------          -------           ------           ------

<S>                                       <C>          <C>          <C>              <C>               <C>             <C>
Balance at December 31, 1999              514,478      $ 5,145      4,587,657        (404,244)         (11,288)        4,177,270
                                                                                                                       ---------

Comprehensive income (loss):

         Net loss                               -            -              -        (273,110)               -          (273,110)

         Net change in unrealized
             loss on securities
             available for sale, net
             of tax of $31,287                  -            -              -               -           51,857            51,857
                                                                                                                       ---------

Comprehensive income (loss)                                                                                             (221,253)
                                                                                                                       ---------

Proceeds from issuance of
         common stock, exercise
         of warrants                        1,306           13         11,741               -                -            11,754
                                            -----           --         ------              ---              ---           ------


Balance at December 31, 2000              515,784        5,158      4,599,398        (677,354)          40,569         3,967,771
                                                                                                                       ---------

Comprehensive income (loss):

         Net loss                               -            -              -        (162,553)               -          (162,553)

         Net change in unrealized
             gain on securities
             available for sale, net
             of tax of $21                      -            -              -               -              (33)              (33)
                                                                                                                       ---------

Comprehensive income (loss)                                                                                             (162,586)
                                                                                                                       ---------

Proceeds from issuance of
         common stock, exercise
         of warrants                        2,100           21         18,879               -                -            18,900
                                            -----           --         ------              ---              ---           ------


Balance at December 31, 2001              517,884      $ 5,179      4,618,277        (839,907)          40,536         3,824,085
                    === ====              =======      =======      =========        ========           ======         =========

</TABLE>


See Accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

<TABLE>
                                                                                           Year Ended December 31,
                                                                                           -----------------------
                                                                                          2001                 2000
                                                                                          ----                 ----
<S>                                                                                   <C>                      <C>
Cash flows from operating activities:
    Net loss                                                                          $   (162,553)            (273,110)
    Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
         Depreciation                                                                       55,960               54,181
         Provision for loan losses                                                         160,793              100,818
         Deferred income tax benefit                                                      (101,000)            (169,000)
         Net amortization of loan fees, premiums and discounts                              (3,038)             (11,014)
         Increase in accrued interest receivable                                            (9,464)             (69,818)
         (Increase) decrease in other assets                                                (8,083)              42,256
         Increase in other liabilities                                                      57,173              366,558
                                                                                            ------              -------


                  Net cash (used in) provided by operating activities                      (10,212)              40,871
                                                                                           -------               ------


Cash flows from investing activities:
    Purchase of securities available for sale                                           (4,868,682)          (1,832,075)
    Proceeds from calls, maturities and repayments of securities
         available for sale                                                              1,554,613                2,559
    Proceeds from sale of foreclosed assets                                                  8,200                    -
    Maturities of securities held to maturity                                                    -              500,000
    Net increase in loans                                                               (8,189,791)          (7,017,056)
    Purchase of Federal Home Loan Bank stock                                               (45,600)              (5,000)
    Net purchase of premises and equipment                                                 (31,538)          (1,145,376)
                                                                                           -------           ----------


                  Net cash used in investing activities                                (11,572,798)          (9,496,948)
                                                                                       -----------           ----------


Cash flows from financing activities:
    Net increase in deposits                                                            10,920,076            6,541,274
    Net (decrease) increase in federal funds purchased                                    (245,000)             245,000
    Advance from Federal Home Loan Bank                                                  1,200,000                    -
    Net proceeds from issuance of common stock                                              18,900               11,754
                                                                                            ------               ------


                  Net cash provided by financing activities                             11,893,976            6,798,028
                                                                                        ----------            ---------


Net increase (decrease) in cash and cash equivalents                                       310,966           (2,658,049)

Cash and cash equivalents at beginning of year                                             599,621            3,257,670
                                                                                           -------            ---------


Cash and cash equivalents at end of year                                              $    910,587              599,621
                                                                                      ============              =======


Supplemental disclosures of cash flow information: Cash paid during the year
    for:
         Interest                                                                     $    847,785              311,391
                                                                                      ============              =======


         Income taxes                                                                 $          -                    -
                                                                                      ============              =======

    Noncash transactions:
         Accumulated other comprehensive income,  change in
              unrealized gain on securities available for sale,
              net of tax                                                              $        (33)              51,857
                                                                                      ============              =======
         Transfer of loans to foreclosed assets                                       $    239,403                    -
                                                                                      ============              =======

         Transfer of security from held to maturity to available for sale
              upon adoption of FAS 133                                                $          -              500,000
                                                                                      ============              =======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                       5
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

           At December 31, 2001 and 2000 and for the Years Then Ended


(1)  Summary of Significant Accounting Policies
     General. PSB BancGroup, Inc. ("PSB") was incorporated on June 30, 1997. PSB
         owns 100% of the  outstanding  common stock of Peoples  State Bank (the
         "Bank") (collectively the "Company").  PSB was organized simultaneously
         with the Bank and its only  business is the  ownership and operation of
         the Bank. The Bank is a (Florida)  state-chartered  commercial bank and
         its deposits are insured by the Federal Deposit Insurance  Corporation.
         The Bank offers a variety of community  banking  services to businesses
         and  individuals  through  its  banking  office  located  in Lake City,
         Florida.

     Basis of Presentation.  The accompanying  consolidated financial statements
         of  the  Company  include  the  accounts  of  PSB  and  the  Bank.  All
         significant intercompany accounts and transactions have been eliminated
         in consolidation. The accounting and reporting practices of the Company
         conform  to  accounting  principles  generally  accepted  in the United
         States of America and to general practices within the banking industry.

     Use of  Estimates.   In  preparing  consolidated  financial  statements  in
         conformity with accounting  principles generally accepted in the United
         States  of  America,  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  reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from  those  estimates.   Material   estimates  that  are  particularly
         susceptible  to  significant  change  in the near  term  relate  to the
         determination of the allowance for loan losses and deferred tax assets.

     Cashand Cash  Equivalents.  For purposes of the consolidated  statements of
         cash flows,  cash and cash  equivalents  include  cash and balances due
         from banks,  interest-bearing  deposits  with banks and  federal  funds
         sold, all of which mature within ninety days.

     Securities.  Securities  may be  classified  as  either  trading,  held  to
         maturity or available for sale. Trading securities are held principally
         for resale and  recorded  at their fair  values.  Unrealized  gains and
         losses on trading  securities  are included  immediately in operations.
         Held-to-maturity  securities  are  those  which  the  Company  has  the
         positive  intent and  ability to hold to maturity  and are  reported at
         amortized cost. Available-for-sale securities consist of securities not
         classified as trading  securities nor as  held-to-maturity  securities.
         Unrealized holding gains and losses, net of tax, on  available-for-sale
         securities   are  excluded  from   operations  and  reported  in  other
         comprehensive   income  (loss).   Gains  and  losses  on  the  sale  of
         available-for-sale  securities  are  recorded on the trade date and are
         determined  using  the  specific-identification  method.  Premiums  and
         discounts on securities  are  recognized  in interest  income using the
         interest method over the period to maturity.

     Loans. Loans  management  has the intent and the Company has the ability to
         hold for the  foreseeable  future  or until  maturity  or  pay-off  are
         reported at their outstanding  principal  adjusted for any charge-offs,
         the allowance for loan losses, and any deferred fees or costs.

         Loan  origination  fees   and  certain  direct  origination  costs  are
         capitalized and recognized as an adjustment of the yield of the related
         loan.


                                       6
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(1)  Summary of Significant Accounting Policies, Continued

     Loans,  Continued.  The accrual of interest on loans is discontinued at the
         time the loan is ninety days delinquent unless the loan is well-secured
         and in  process  of  collection.  In all  cases,  loans  are  placed on
         nonaccrual or charged-off at an earlier date if collection of principal
         or interest is considered doubtful.

         All  interest  accrued but not  collected  for loans that are placed on
         nonaccrual or  charged-off is reversed  against  interest  income.  The
         interest  on  these  loans  is  accounted  for  on  the  cash-basis  or
         cost-recovery method, until qualifying for return to accrual. Loans are
         returned to accrual status when all the principal and interest  amounts
         contractually   due  are  brought   current  and  future  payments  are
         reasonably assured.

     Allowance for Loan Losses.  The allowance for loan losses is established as
         losses are  estimated  to have  occurred  through a provision  for loan
         losses  charged to  operations.  Loan  losses are  charged  against the
         allowance  when  management  believes  the  uncollectibility  of a loan
         balance is confirmed.  Subsequent  recoveries,  if any, are credited to
         the allowance.

         The  allowance  for loan  losses is  evaluated  on a  regular  basis by
         management  and is  based  upon  management's  periodic  review  of the
         collectibility  of the  loans in light of  historical  experience,  the
         nature and volume of the loan  portfolio,  adverse  situations that may
         affect  the  borrower's  ability  to  repay,  estimated  value  of  any
         underlying   collateral  and  prevailing  economic   conditions.   This
         evaluation is inherently  subjective as it requires  estimates that are
         susceptible  to  significant   revision  as  more  information  becomes
         available.

         A loan is considered  impaired when,  based on current  information and
         events,  it is probable  that the Company will be unable to collect the
         scheduled  payments of principal or interest  when due according to the
         contractual  terms  of  the  loan  agreement.   Factors  considered  by
         management in determining impairment include payment status, collateral
         value,  and the  probability  of  collecting  scheduled  principal  and
         interest payments when due. Loans that experience insignificant payment
         delays and payment shortfalls generally are not classified as impaired.
         Management  determines the  significance  of payment delays and payment
         shortfalls on a case-by-case  basis,  taking into  consideration all of
         the circumstances surrounding the loan and the borrower,  including the
         length of the delay,  the reasons for the delay,  the borrower's  prior
         payment  record,  and the amount of the  shortfall  in  relation to the
         principal and interest  owed.  Impairment is measured on a loan by loan
         basis for  commercial  and  commercial  real estate loans by either the
         present  value of expected  future cash flows  discounted at the loan's
         effective  interest rate, the loan's  obtainable  market price,  or the
         fair value of the collateral if the loan is collateral dependent.

         Large  groups of smaller  balance  homogeneous  loans are  collectively
         evaluated for impairment.  Accordingly, the Company does not separately
         identify  individual  consumer  and  residential  real estate loans for
         impairment disclosures.

     Foreclosed Assets. Assets acquired through, or in lieu of, foreclosure, are
         initially  recorded at the lower of fair value or the loan balance plus
         acquisition  costs  at the  date  of  foreclosure.  After  foreclosure,
         valuations are periodically  performed by management and the assets are
         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 operations.

     Premises and Equipment. Land is carried at cost. Premises and equipment are
         stated at cost less accumulated  depreciation.  Depreciation expense is
         computed using the straight-line  method over the estimated useful life


                                      7
<PAGE>

         of each type of asset.

                                                                     (continued)

                                       8
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(1)  Summary of Significant Accounting Policies, Continued
     Transfer of Financial  Assets.  Transfers of financial assets are accounted
         for as  sales,  when  control  over the  assets  has been  surrendered.
         Control over  transferred  assets is deemed to be surrendered  when (1)
         the assets have been  isolated  from the  Company,  (2) the  transferee
         obtains the right (free of  conditions  that  constrain  it from taking
         advantage of that right) to pledge or exchange the transferred  assets,
         and (3) the  Company  does  not  maintain  effective  control  over the
         transferred assets through an agreement to repurchase them before their
         maturity.

     Income Taxes.  Deferred  income tax assets and  liabilities are recorded to
         reflect the tax  consequences on future years of temporary  differences
         between  revenues and expenses  reported for  financial  statement  and
         those  reported  for  income  tax  purposes.  Deferred  tax  assets and
         liabilities  are measured using the enacted tax rates expected to apply
         to taxable income in the years in which those temporary differences are
         expected to be realized or settled.  Valuation  allowances are provided
         against assets which are not likely to be realized.

     StockCompensation Plan.  Statement of Financial Accounting Standards (SFAS)
         No.  123,  Accounting  for  Stock-Based  Compensation,  encourages  all
         entities to adopt a fair value based method of accounting  for employee
         stock compensation plans,  whereby compensation cost is measured at the
         grant date based on the value of the award and is  recognized  over the
         service period,  which is usually the vesting period.  However, it also
         allows an entity to  continue  to measure  compensation  cost for those
         plans using the intrinsic  value based method of accounting  prescribed
         by Accounting  Principles  Board Opinion No. 25,  Accounting  for Stock
         Issued to Employees,  whereby  compensation cost is the excess, if any,
         of the  quoted  market  price of the stock at the grant  date (or other
         measurement  date) over the amount an employee  must pay to acquire the
         stock.  Stock options issued under the Company's stock option plan have
         no  intrinsic  value at the grant  date,  and under  Opinion  No. 25 no
         compensation  cost is recognized  for them.  The Company has elected to
         continue with the  accounting  methodology  in Opinion No. 25 and, as a
         result,  has  provided  proforma  disclosures  of net  loss  and  other
         disclosures,  as if the fair value based method of accounting  had been
         applied.

     Off-Balance-Sheet  Instruments.  In the  ordinary  course of  business  the
         Company  has  entered  into  off-balance-sheet   financial  instruments
         consisting  of unused  lines of credit,  standby  letters of credit and
         construction loans in process.  Such financial instruments are recorded
         in the financial statements when they are funded.

     Fair Values  of  Financial Instruments.  The  fair  value  of  a  financial
         instrument  is the  current  amount  that  would be  exchanged  between
         willing parties, other than in a forced liquidation. Fair value is best
         determined based upon quoted market prices. However, in many instances,
         there are no quoted market prices for the Company's  various  financial
         instruments.  In cases where quoted  market  prices are not  available,
         fair  values  are  based  on  estimates  using  present  value or other
         valuation  techniques.  Those techniques are significantly  affected by
         the  assumptions  used,  including  the discount  rate and estimates of
         future cash flows.  Accordingly,  the fair value  estimates  may not be
         realized  in an  immediate  settlement  of  the  instrument.  SFAS  107
         excludes certain financial instruments and all nonfinancial instruments
         from its disclosure requirements. Accordingly, the aggregate fair value
         amounts  presented may not  necessarily  represent the underlying  fair
         value of the Company.  The following  methods and assumptions were used
         by the  Company in  estimating  fair values of  financial  instruments:

                                                                     (continued)


                                       9
<PAGE>


(1)  Summary of Significant Accounting Policies, Continued
     Fair Values of Financial Instruments, Continued. Cash and Cash Equivalents.
         The carrying  amounts of cash and cash  equivalents  approximate  their
         fair value.

               Securities.  Fair values for  securities  available  for sale are
               based on quoted market prices, where available.  If quoted market
               prices are not available,  fair values are based on quoted market
               prices of comparable instruments.  The carrying amount of Federal
               Home Loan Bank stock approximates fair value.

               Loans. For variable-rate  loans that reprice  frequently and have
               no  significant  change in credit risk,  fair values are based on
               carrying  values.  Fair  values  for  fixed-rate  mortgage  (e.g.
               one-to-four  family  residential),  commercial  real  estate  and
               commercial   loans  are  estimated  using  discounted  cash  flow
               analyses,  using interest rates currently being offered for loans
               with similar terms to borrowers of similar credit  quality.  Fair
               values for  nonperforming  loans are estimated  using  discounted
               cash  flow  analysis  or  underlying   collateral  values,  where
               applicable.

               Accrued Interest Receivable. Book value approximates fair value.

               Deposit  Liabilities.  The fair values disclosed for demand, NOW,
               money-market  and savings  deposits are, by definition,  equal to
               the  amount  payable  on demand at the  reporting  date (that is,
               their carrying amounts).  Fair values for fixed-rate certificates
               of deposit are estimated using a discounted cash flow calculation
               that  applies   interest   rates   currently   being  offered  on
               certificates  to  a  schedule  of  aggregated   expected  monthly
               maturities of time deposits.

               Other  Borrowings.  Fair value for the  advance  from the Federal
               Home Loan Bank is estimated using a discounted cash flow analysis
               based on the Company's  current  incremental  borrowing rates for
               similar types of borrowing arrangements.  The carrying amounts of
               Federal funds purchased approximate their fair values.

               Off-Balance-Sheet  Instruments. Fair values for off-balance-sheet
               lending  commitments are based on fees currently charged to enter
               into similar agreements,  taking into account the remaining terms
               of the agreements and the counterparties' credit standing.

     Comprehensive  Income.   Accounting   principles   generally  require  that
         recognized  revenue,  expenses,  gains and  losses be  included  in net
         earnings  (loss).  Although  certain changes in assets and liabilities,
         such as unrealized gains and losses on  available-for-sale  securities,
         are  reported  as a separate  component  of the  equity  section of the
         balance  sheet,  such  items,  along  with  net  earnings  (loss),  are
         components of  comprehensive  income  (loss).  The  components of other
         comprehensive income (loss) were unrealized holding gains and losses on
         securities available for sale.

     LossPer  Share.  Basic  loss per  share  is  computed  on the  basis of the
         weighted-average   number  of  common  shares  outstanding  during  the
         periods.  Outstanding  stock  options are not  dilutive  due to the net
         losses incurred by the Company.

     Advertising. The Company expenses all media advertising as incurred.

     Reclassification.  Certain  amounts  in  the  2000  consolidated  financial
         statements have been reclassified to conform to the 2001 presentation.

                                       10
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(2)  Securities Available for Sale
      All securities have been  classified as available for sale by  management.
         The carrying amount of securities and their approximate fair values are
         as follows:


<TABLE>
                                                           Amortized         Unrealized        Unrealized          Fair
                                                             Cost              Gains             Losses            Value
                                                             ----              -----             ------            -----

         <S>                                             <C>                    <C>               <C>              <C>
         At December 31, 2001:
              U.S. Government
                  Agency securities                      $   5,173,283          110,259           (36,094)         5,247,448
              Mortgage-backed security                         280,278           14,473            -                 294,751
              Collateralized mortgage
                  obligations                                1,214,369           -                (35,021)         1,179,348
              U.S. treasury securities                         499,405           11,375            -                 510,780
                                                               -------           ------                              -------

                                                         $   7,167,335          136,107           (71,115)         7,232,327
                                                         =============          =======           =======          =========



         At December 31, 2000:
              U.S. Government
                  Agency securities                          3,501,065           65,772            (1,170)         3,565,667
              Mortgage-backed security                         330,289              444                 -            330,733
                                                               -------              ---                              -------

                                                         $   3,831,354           66,216            (1,170)         3,896,400
                                                           ===========           ======            ======          =========
</TABLE>

There were no sales of securities in 2001 or 2000.

At December 31, 2001 and 2000, a U.S. Government Agency security with a carrying
value of $1,022,700  and $498,830,  respectively,  were pledged to secure public
deposits.

The scheduled  maturities of securities  available for sale at December 31, 2001
are as follows:

                                                    Amortized           Fair
                                                       Cost            Value
                                                       ----            -----

Due in less than one year                          $ 1,491,825       1,512,400
Due from one to five years                            4,180,863      4,245,828
Mortgage-backed security                                280,278        294,751
Collateralized mortgage obligations                   1,214,369      1,179,348
                                                      ---------      ---------

                                                   $ 7,167,335       7,232,327
                                                   ===========       =========


The Company adopted FAS 133 "Accounting  for Derivative  Investments and Hedging
     Activities"  effective  October 1, 2000. As allowed by this  standard,  the
     Company  reclassified  all securities held to maturity with a book value of
     $500,000 and a market value of $494,562 to available for sale on October 1,
     2000.



                                       11
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(3) Loans
    The components of loans are as follows:
                                                  At December 31,
                                                 ----------------
                                              2001              2000
                                              ----              ----

     Commercial                           $ 3,721,125         2,646,297
     Commercial real estate                 4,974,267         3,506,608
     Residential real estate                3,625,151         2,809,828
     Construction                           4,027,812           542,863
     Consumer and other                     2,853,400         1,815,681
                                          -----------       -----------

                                           19,201,755        11,321,277

Deduct:
    Allowance for loan losses                (230,106)         (139,224)
    Net deferred loan fees                    (47,269)          (28,394)

Loans, net                                $18,924,380        11,153,659
                                          ===========        ==========


An analysis of the change in the allowance for loan losses follows:

                                                    Years Ended
                                                    December 31,
                                                    ------------
                                              2001                2000
                                              ----                ----

     Beginning balance                    $   139,224            42,382
     Provision for loan losses                160,793           100,818
     Charge-offs, net                         (69,911)           (3,976)
                                              -------            ------

     Ending balance                       $   230,106           139,224
                                          ===========           =======


The  Company  performs a monthly loan loss analysis to identify  impaired loans.
     No loans were  identified  as  impaired  at  December  31, 2001 and 2000 or
     during the year ended December 31, 2000.

                                                                     (continued)


                                       12
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(3)  Loans, Continued
     The average  net  investment  in  collateral-dependent  impaired  loans and
         interest income  recognized and received on impaired loans for the year
         ended December 31, 2001 were as follows:


           Average investment in impaired loans                    $   273,300
                                                                      ========

           Interest income recognized on impaired loans            $     4,292
                                                                      ========
           Interest income received on impaired loans              $     4,292
                                                                      ========

(4)  Premises and Equipment
     A summary of premises and equipment follows:

                                                         At December 31,
                                                         ---------------
                                                       2001             2000
                                                       ----             ----

           Land                                   $   176,744          176,744
           Building and improvements                1,219,663        1,245,317
           Furniture and equipment                    133,439          101,901
                                                      -------          -------


               Total, at cost                       1,529,846        1,523,962

               Less accumulated depreciation          (96,573)         (66,267)
                                                      -------          -------


               Premises and equipment, net        $ 1,433,273        1,457,695
                                                  ===========        =========

                                                                     (continued)

                                       13
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(5)  Deposits

     The aggregate  amount  of time  deposits  with a  minimum  denomination  of
         $100,000,  was approximately  $5.3 million and $2.2 million at December
         31, 2001 and 2000, respectively.

     A schedule of maturities of time deposits at December 31, 2001 follows:

              Year Ending
              December 31,                                 Amount
              ------------                                 ------

                  2002                                 $ 15,258,607
                  2003                                    1,304,177
                  2004                                      120,240
                  2005                                      316,000
                  2006                                      115,000
                                                         ----------

                                                       $ 17,114,024
                                                       ============

(6) Federal Home Loan Bank Advance
    The Federal Home Loan Bank ("FHLB") advance at December 31, 2001 is as
        follows:

              Maturing During
              the Year Ending            Interest
              December 31,                 Rate                   Amount

                  2011                     4.26%                $ 1,200,000
                                                                  =========

     At December  31,   2001,   this  FHLB   advance  was   collateralized   by
         approximately $1.7 million in qualifying residential mortgage loans.

(7) Credit Risk
     The Company  grants the majority of its loans to borrowers  throughout  the
         Lake City,  Florida area.  Although the Company has a diversified  loan
         portfolio,  a significant  portion of its  borrowers'  ability to honor
         their contracts is dependent upon the economy in Lake City, Florida.

(8) Commitment and Contingencies
     In the  ordinary  course of  business  the Company has various  outstanding
         commitments  and contingent  liabilities  that are not reflected in the
         accompanying consolidated financial statements.

(9) Financial Instruments
     The Company  is a party to  financial  instruments  with  off-balance-sheet
         risk in the normal  course of business to meet the  financing  needs of
         its customers.  These financial instruments are unused lines of credit,
         standby  letters of credit and  construction  loans in process  and may
         involve, to varying degrees,  elements of credit and interest-rate risk
         in excess of the amount  recognized in the consolidated  balance sheet.
         The  contract  amounts  of these  instruments  reflect  the  extent  of
         involvement the Company has in these financial instruments.

                                                                     (continued)


                                       14
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(9)  Financial Instruments, Continued
     The Company's exposure to credit loss in the event of nonperformance by the
         other party to the financial instruments for unused lines of credit and
         standby letters of credit is represented by the  contractual  amount of
         those instruments.  The Company uses the same credit policies in making
         commitments as it does for on-balance-sheet instruments.

     Commitments to extend  credit are  agreements to lend to a customer as long
         as there is no violation of any condition  established in the contract.
         Commitments  generally have fixed expiration dates or other termination
         clauses and may require payment of a fee. Since some of the commitments
         are expected to expire without being drawn upon,  the total  commitment
         amounts do not  necessarily  represent  future cash  requirements.  The
         Company  evaluates each customer's  credit worthiness on a case-by-case
         basis.  The amount of  collateral  obtained if deemed  necessary by the
         Company  upon  extension  of  credit  is based on  management's  credit
         evaluation of the counterparty.

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

The estimated fair values of the Company's financial instruments were as follows
(in thousands):

<TABLE>
                                                                                    At December 31,
                                                                                    ---------------
                                                                                  2001                               2000
                                                                      ----------------------------       ---------------------------
                                                                         Carrying         Fair              Carrying        Fair
                                                                           Amount         Value               Amount        Value
                                                                           ------         -----               ------        -----
         Financial assets:
              <S>                                                      <C>                   <C>                 <C>           <C>
              Cash and cash equivalents                                 $      911            911                 600           600
              Securities available for sale                                  7,232          7,232               3,896         3,896
              Loans, net                                                    18,924         19,089              11,154        11,079
              Accrued interest receivable                                      159            159                 149           149
              Federal Home Loan Bank stock                                      60             60                  14            14

         Financial liabilities:
              Deposit liabilities                                           24,022         24,227              13,102        13,212
              Advance from Federal Home Loan Bank                            1,200          1,164                   -             -
              Federal funds purchased                                            -              -                 245           245

</TABLE>

     A summary  of  the amounts of the Company's  financial  instruments,  which
         approximate  fair value,  with off balance  sheet risk at December  31,
         2001 follows (in thousands):

           Unused lines of credit                       $ 2,116
                                                         ======

           Standby letters of credit                    $     5
                                                         ======

           Construction loans in process                $ 1,157
                                                         ======

                                                                     (continued)

                                       15
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(10) Income Taxes
     The income tax benefit consisted of the following:

<TABLE>
                                                                                           Years Ended December 31,
                                                                                         2001                    2000
                                                                                         ----                    ----
              <S>                                                                       <C>                   <C>
              Deferred:
                  Federal                                                               $ (86,200)            (144,300)
                  State                                                                   (14,800)             (24,700)
                                                                                          -------              -------

                           Total deferred benefit                                       $(101,000)            (169,000)
                                                                                          =======              =======
</TABLE>


     The reasons for the  differences  between the statutory  Federal income tax
         rate and the effective tax rate are summarized as follows:

<TABLE>
                                                                                           Years Ended December 31,
                                                                                           ------------------------

                                                                                      2001                           2000
                                                                                      ----                           ----
                                                                                      % of                           % of
                                                                                     Pretax                         Pretax
                                                                              Amount          Loss         Amount          Loss
                                                                              ------          ----         ------          ----

              <S>                                                          <C>               <C>        <C>               <C>
              Income tax benefit at statutory rate                         $   (89,608)      (34.0)%    $  (150,317)      (34.0)%
              Increase resulting from:
                  State taxes, net of Federal tax benefit                       (9,768)       (3.7)         (16,032)       (3.6)
                  Other                                                         (1,624)        (.6)          (2,651)        (.6)
                                                                                ------         ---           ------         ---


                                                                           $  (101,000)      (38.3)%    $  (169,000)      (38.2)%
                                                                           ===========       =====      ===========       =====

</TABLE>

     The tax  effects of  temporary  differences  that give rise to  significant
         portions of the deferred tax assets and  deferred tax  liabilities  are
         presented below.

<TABLE>
                                                                                              At December 31,
                                                                                              ---------------
                                                                                           2001           2000
                                                                                           ----           ----
              <S>                                                                        <C>                <C>
              Deferred tax assets:
                  Net operating loss carryforwards                                       $  366,029         273,379
                  Organizational and preopening costs                                        74,539         107,667
                  Allowance for loan losses                                                  33,375          23,353
                  Accrual to cash adjustment                                                 33,772           4,841
                                                                                                  -
                  Other                                                                      13,600           6,822
                                                                                            -------       ---------

                           Deferred tax assets                                              521,315         416,062
                                                                                            -------         -------

              Deferred tax liabilities:
                  Unrealized gain on securities available for sale                           24,456          24,477
                                                                                                                  -
                  Accumulated depreciation                                                    8,030           3,777
                                                                                              -----           -----


                           Deferred tax liabilities                                          32,486          28,254
                                                                                             ------          ------


                           Net deferred tax asset                                        $  488,829         387,808
                                                                                            =======         =======

</TABLE>

                                                                     (continued)

                                       16
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(10)  Income Taxes, Continued
      At December 31, 2001,  the Company has  approximately  the  following  net
         operating loss carryforwards available to offset future taxable income:

              Expiration
              ----------
                2012                              $   2,600
                2018                                  9,400
                2019                                334,500
                2020                                380,700
                2021                                245,500
                                                    -------

                                                  $ 972,700
                                                  =========

(11)  Related Party Transactions
      The Company  has  entered  into  transactions  with  officers,  directors,
         principal  stockholders  and their affiliates in the ordinary course of
         business.  Loans to such  related  parties  amounted  to  approximately
         $1,421,000  and $869,000 at December  31, 2001 and 2000,  respectively.
         During the year ended December 31, 2001, total principal additions were
         approximately  $890,000 and total principal payments were approximately
         $338,000.  Deposits from such related  parties at December 31, 2001 and
         2000 were approximately $1,968,000 and $768,000, respectively.

(12)  Stock Option Plan
      The Company  has an employee  stock option  plan and has  reserved  51,347
         shares of common stock for the plan.  The  exercise  price of the stock
         options  is the  greater of $9 or the fair  market  value of the common
         stock on the date of grant. In 2000, the Company granted 10,000 options
         of which 40% vested immediately and the remainder vests 20% a year over
         a three year period.  The options must be exercised within 8 years from
         the date of grant.

      A summary of stock option transactions follows:

<TABLE>
                                                                                   Range
                                                                                  of Per        Weighted-
                                                                                   Share         Average      Aggregate
                                                                    Number of     Option        Per Share       Option
                                                                     Shares        Price          Price          Price
                                                                     ------        -----          -----          -----


              <S>                                                    <C>          <C>              <C>
              Granted in the year ended December 31, 2000
                  and outstanding at December 31, 2001
                  and 2000                                           10,000       $ 9.00           9.00         90,000
                                                                     ======         ====           ====         ======
</TABLE>

      The weighted-average remaining  contractual life of the outstanding  stock
         options  at  December  31,  2001 and 2000 was 6.4 years and 7.4  years,
         respectively.

                                                                     (continued)

                                       17
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(12) Stock Option Plan, Continued
     These options are exercisable as follows:

                                                Number         Weighted-Average
     Year Ending                              of Shares         Exercise Price
     -----------                              ---------         --------------

      Currently                                 6,000               $ 9.00
      2002                                      2,000                 9.00
      2003                                      2,000                 9.00
        ------

                                               10,000               $ 9.00
                                               ======                 ====

      As discussed  in Note 1,  the  Company  elected  to  continue  to  measure
         compensation  cost for the  options  granted  under the plan  using the
         intrinsic  value  method.  SFAS  123  requires  pro  forma  fair  value
         disclosures if the intrinsic value method is being  utilized.  In order
         to  calculate  the fair value of the options  granted in 2000 using the
         minimum  value  method as defined in FAS 123, it was  assumed  that the
         risk-free  interest rate was 6.0%,  there would be no dividends paid by
         the Company over the exercise period,  the expected life of the options
         would be eight years and stock volatility would be zero due to the lack
         of  an  active   market  for  the  stock.   For  purposes  of  proforma
         disclosures, the estimated fair value is included in expense during the
         vesting period.

<TABLE>
                                                                                     Years Ended December 31,
                                                                                     2001                2000
                                                                                     ----                ----

   <S>                                                                            <C>                   <C>
   Grant-date fair value of options issued during the year                        $       -             30,700
                                                                                  ==========           =========


   Proforma net loss                                                              $(173,544)          (292,894)
                                                                                  ==========           =========


   Proforma loss per share, basic and diluted                                     $    (.34)              (.57)
                                                                                  =========            =========
</TABLE>


(13)  Stockholders' Equity

      Banking regulations  place certain  restrictions on dividends and loans or
         advances made by the Bank to PSB. At December 31, 2001, the Bank has no
         amounts available for dividends.

      During the initial stock offering period shares were offered in units with
         a unit  consisting  of one share of common stock and one warrant.  Each
         warrant entitles the holder thereof to purchase one additional share of
         common stock for $9 per share during the 48 month period ending June 8,
         2002.  During the years ended  December  31,  2001 and 2000,  2,100 and
         1,306 warrants,  respectively were exercised.  As of December 31, 2001,
         509,072 warrants remain unexercised.

                                                                     (continued)





                                       18
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(14) Regulatory Matters

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

     Quantitative measures  established by regulation to ensure capital adequacy
         require the Bank to maintain minimum amounts and percentages (set forth
         in the following  table) of total and Tier 1 capital (as defined in the
         regulations) to risk-weighted assets (as defined) and of Tier 1 capital
         (as defined) to average assets (as defined). Management believes, as of
         December 31, 2001, that the Bank met all capital adequacy  requirements
         to which they are subject.

     As of December 31, 2001,  the most recent  notification from the regulatory
         authorities   categorized  the  Bank  as  well  capitalized  under  the
         regulatory framework for prompt corrective action. To be categorized as
         well   capitalized,   an  institution   must  maintain   minimum  total
         risk-based,  Tier I risk-based,  and Tier I leverage percentages as set
         forth in the following tables.  There are no conditions or events since
         that  notification  that  management  believes  have changed the Bank's
         category.  The Bank's actual capital  amounts and  percentages are also
         presented in the table (dollars in thousands).


<TABLE>
                                                                                                       Minimum
                                                                                                      To Be Well
                                                                                                   Capitalized Under
                                                                       Minimum Capital             Prompt Corrective
                                                Actual                   Requirement               Action Provisions
                                         -------------------         -------------------          -------------------
                                         Amount          %            Amount          %            Amount          %
                                         ------       ------          ------       ------          ------       ------
<S>                                     <C>           <C>            <C>            <C>           <C>           <C>
     As of December 31, 2001:
         Total capital to Risk-
           Weighted assets              $ 3,349       15.23%         $ 1,760        8.00%         $ 2,199       10.00%
         Tier I Capital to Risk-
           Weighted Assets                3,119       14.18              880        4.00            1,320        6.00
         Tier I Capital
           to Average Assets              3,119       10.91            1,144        4.00            1,430        5.00

     As of December 31, 2000:
         Total capital to Risk-
           Weighted assets                3,528       27.24            1,036        8.00            1,295       10.00
         Tier I Capital to Risk-
           Weighted Assets                3,389       26.17              518        4.00              777        6.00
         Tier I Capital
           to Average Assets              3,389       20.42              664        4.00              830        5.00

</TABLE>

                                                                     (continued)


                                       19
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued



(15) Parent Company Only Financial Information
     The Holding Company's unconsolidated financial information is as follows:

                            Condensed Balance Sheets

                                                    At December 31,
                                                    ---------------
                                                 2001             2000
                                                 ----             ----
              Assets

         Cash                                $  175,804         150,554
         Investment in subsidiary             3,635,196       3,804,132
         Other assets                            13,085          13,085
                                             -----------     -----------

              Total assets                   $ 3,824,085      3,967,771
                                             ===========     ===========

              Stockholders' Equity

         Stockholders equity                 $ 3,824,085      3,967,771
                                             ===========     ===========


                       Condensed Statements of Operations


                                                            Years Ended
                                                            December 31,
                                                            ------------
                                                        2001            2000
                                                        ----            ----

         Loss of subsidiary                          $(168,903)       (279,940)
         Other                                           6,350           6,830
                                                      ---------       ---------

              Net loss                               $(162,553)       (273,110)
                                                      =========       =========

                                                                     (continued)



















                                       20
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(15)  Parent Company Only Financial Information, Continued

                       Condensed Statements of Cash Flows

<TABLE>
                                                                                                Years Ended
                                                                                                 December 31,
                                                                                            --------------------
                                                                                            2001            2000
                                                                                            ----            ----

              <S>                                                                         <C>              <C>
              Cash flows from operating activities:
                  Net loss                                                                $(162,553)       (273,110)
                  Adjustments to reconcile net loss to net cash
                    provided by operating activities:
                      Equity in undistributed loss of subsidiary                            168,903         279,940
                      Net decrease in other assets                                                -          96,715
                                                                                                ---          ------


                      Net cash provided by operating activities                               6,350         103,545
                                                                                              -----         -------


              Cash flows from investing activities-
                  Net investment in subsidiary                                                    -         (96,715)
                                                                                                ---          ------


              Cash flows from financing activities-
                  Proceeds from issuance of common stock, net                                18,900          11,754
                                                                                             ------          ------


              Net increase in cash                                                           25,250          18,584

              Cash at beginning of the year                                                 150,554         131,970
                                                                                            -------         -------


              Cash at end of year                                                        $  175,804         150,554
                                                                                         ==========         =======


              Noncash transaction - change in investment in subsidiary
                  due to change in accumulated other comprehensive
                  income, net of tax                                                     $      (33)         51,857
                                                                                         ==========          ======
</TABLE>

                                                                     (continued)

                                       21
<PAGE>

                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(16)  Selected Quarterly Results (Unaudited)

      The following  table  presents  summarized quarterly  data (in  thousands,
      except per share amounts):

<TABLE>
                                                          First      Second        Third         Fourth
                                                         Quarter     Quarter      Quarter        Quarter      Total
                                                         -------     -------      -------        -------      -----
         <S>                                              <C>           <C>          <C>            <C>       <C>
         Year Ended December 31, 2001:
         Interest income                                  $ 356         389          427            468       1,640
         Interest expense                                   206         230          243            244         923
                                                            ---         ---          ---            ---       -----

              Net interest income                           150         159          184            224         717

         Provision for loan losses                           65          76           17              3         161
                                                            ---        ----         ----          -----       -----

              Net interest income after
              provision for loan losses                      85          83          167            221         556
                                                            ---         ---          ---            ---       -----

         Noninterest income                                  31          37           44             53         165
         Noninterest expenses                               236         256          242            251         985
                                                            ---         ---          ---            ---       -----

         Loss before income tax (benefit) provision        (120)       (136)         (31)            23        (264)

         Income tax (benefit) provision                     (46)        (53)         (11)             9        (101)
                                                            ---        ----          ---           ----       -----

         Net (loss) earnings                              $ (74)        (83)         (20)            14        (163)
                                                            ===        ====          ===            ===       =====

         Basic and diluted (loss) earnings per
              common share                                $(.14)       (.16)        (.04)           .03        (.31)
                                                            ===         ===          ===            ===       =====

         Year Ended December 31, 2000:
         Interest income                                  $ 187         219          259            325         990
         Interest expense                                    74          97          132            167         470
                                                            ---         ---          ---            ---         ---

              Net interest income                           113         122          127            158         520

         Provision for loan losses                           13          35           27             26         101
                                                            ---         ---          ---            ---         ---

              Net interest income after
              provision for loan losses                     100          87          100            132         419
                                                            ---        ----          ---            ---         ---

         Noninterest income                                  17          19           23             16          75
         Noninterest expenses                               273         231          185            247         936
                                                            ---         ---          ---            ---         ---

         Loss before income tax benefit                    (156)       (125)         (62)           (99)       (442)

         Income tax benefit                                 (60)        (49)         (21)           (39)       (169)
                                                            ---         ---          ---            ---         ---

         Net loss                                         $ (96)        (76)         (41)           (60)       (273)
                                                            ===         ===          ===            ===         ===

         Basic and diluted loss per common
              share                                      $ (.19)       (.15)        (.08)          (.11)       (.53)
                                                           ====        ====         ====           ====        ====
</TABLE>

                                       22
<PAGE>