EXHIBIT 22.1
                              Audited Consolidated
                              Financial Statements
                               for the year ended
                               December 31, 2000













<PAGE>


















                       PSB BANCGROUP, INC. AND SUBSIDIARY
                               Lake City, Florida


                    Audited Consolidated Financial Statements
           At December 31, 2000 and 1999 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, 2000 and 1999,
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 generally  accepted auditing
standards.  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, 2000 and 1999,  and the results of its  operations  and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.





HACKER, JOHNSON & SMITH PA
Tampa, Florida
March 8, 2001











<PAGE>





                       PSB BANCGROUP, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets


<TABLE>

                                                                                               At December 31,
                                                                                               --------------
                                                                                          2000                 1999
                                                                                          ----                 ----
    Assets

<S>                                                                                <C>                        <C>
Cash and due from banks                                                            $    595,031               929,837
Interest-bearing deposits with banks                                                      4,590               145,833
Federal funds sold                                                                            -             2,182,000
                                                                                    -----------            ----------

              Total cash and cash equivalents                                           599,621             3,257,670

Securities available for sale                                                         3,896,400             1,475,027
Securities held to maturity                                                                   -             1,000,000
Loans, net of allowance for loan losses of $139,224
    in 2000 and $42,382 in 1999                                                      11,153,659             4,235,120
Premises and equipment, net                                                           1,457,695               366,500
Accrued interest receivable                                                             149,257                79,439
Federal Home Loan Bank stock, at cost                                                    14,400                 9,400
Deferred income taxes                                                                   387,808               250,095
Other assets                                                                             80,734               122,990
                                                                                    -----------            ----------

              Total assets                                                         $ 17,739,574            10,796,241
                                                                                    ===========            ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits                                              1,211,172                907,021
    Savings, NOW and money-market deposits                                           2,953,923              2,267,127
    Time deposits                                                                    8,936,588              3,386,261
                                                                                    ----------             ----------

              Total deposits                                                        13,101,683              6,560,409

    Federal funds purchased                                                            245,000                      -

    Other liabilities                                                                  425,120                 58,562
                                                                                    ----------             ----------

              Total liabilities                                                     13,771,803              6,618,971
                                                                                    ----------             ----------

Commitments (Note 7)

Stockholders' equity:
    Preferred stock, $.01 par value, 2,000,000 shares authorized,
         none issued and outstanding                                                         -                      -
    Common stock, $.01 par value; 8,000,000 shares authorized,
         515,784 and 514,478 shares issued and outstanding in
         2000 and 1999                                                                   5,158                  5,145
    Additional paid-in capital                                                       4,599,398              4,587,657
    Accumulated deficit                                                               (677,354)              (404,244)
    Accumulated other comprehensive income (loss)                                       40,569                (11,288)
                                                                                    ----------             ----------

              Total stockholders' equity                                             3,967,771              4,177,270
                                                                                    ----------             ----------

              Total liabilities and stockholders' equity                           $17,739,574             10,796,241
                                                                                    ==========             ==========
</TABLE>




See Accompanying Notes to Consolidated Financial Statements.



                                       2
<PAGE>



                                           PSB BANCGROUP, INC. AND SUBSIDIARY

                                          Consolidated Statements of Operations
<TABLE>


                                                                                               Year Ended December 31,
                                                                                               ----------------------
                                                                                               2000              1999
                                                                                               ----              ----
Interest income:
<S>                                                                                       <C>                  <C>
    Loans                                                                                 $ 716,246            130,804
    Securities                                                                              206,966             57,608
    Other interest-earning assets                                                            67,244            178,580
                                                                                            -------            -------

              Total interest income                                                         990,456            366,992
                                                                                            -------            -------

Interest expense:
    Deposits                                                                                468,022             79,226
    Borrowings                                                                                2,507             12,071
                                                                                            -------           --------

              Total interest expense                                                        470,529             91,297
                                                                                            -------            -------

Net interest income                                                                         519,927            275,695

              Provision for loan losses                                                     100,818             42,382
                                                                                            -------            --------

Net interest income after provision for loan losses                                         419,109            233,313
                                                                                            -------            -------

Noninterest income:
    Service charges on deposit accounts                                                      36,737              5,955
    Other service charges and fees                                                           11,101              6,109
    Other                                                                                    27,402                  -
                                                                                            -------            -------

              Total noninterest income                                                       75,240             12,064
                                                                                            -------            -------

Noninterest expenses:
    Salaries and employee benefits                                                          413,642            324,670
    Occupancy expense                                                                       154,624             67,602
    Professional fees                                                                        76,353             43,939
    Data processing                                                                          96,518             55,795
    Telephone expense                                                                        10,020             10,385
    Printing and office supplies                                                             42,348             20,138
    Other                                                                                   142,954             52,285
                                                                                            -------            -------

              Total noninterest expenses                                                    936,459            574,814
                                                                                            -------            -------

              Loss before income tax benefit                                               (442,110)          (329,437)

Income tax benefit                                                                         (169,000)          (124,000)
                                                                                            -------            -------

              Net loss                                                                    $(273,110)          (205,437)
                                                                                            =======            =======

Loss per share, basic and diluted                                                         $    (.53)              (.49)
                                                                                            =======            =======

Weighted-average number of shares outstanding, basic and diluted                            515,383            420,156
                                                                                            =======            =======
</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
                                                                                                  Compre-
                                              Common Stock         Additional                      hensive           Total
                                           -------------------      Paid-In       Accumulated      Income         Stockholders'
                                           Shares       Amount      Capital         Deficit        (Loss)            Equity
                                           ------       ------    -----------     -----------   -----------       -------------

<S>                 <C> <C>                 <C>           <C>         <C>            <C>                                <C>
Balance at December 31, 1998                3,942         $ 40        177,350        (198,807)            -             (21,417)
                                                                                                                  -------------

Comprehensive income (loss):

         Net loss                               -            -              -        (205,437)            -            (205,437)

         Net unrealized loss on
             securities available
             for sale, net of tax
             of $6,810                          -            -              -               -       (11,288)          (11,288)
                                                                                                                       ------

Comprehensive income (loss)                                                                                          (216,725)
                                                                                                                      -------

Conversion of common stock of
         organizers (see Note 11)          15,768          157           (157)              -             -                 -

Common stock issued, net of
         stock  issuance costs of
         $37,500                          493,768        4,938      4,401,474               -             -         4,406,412

Proceeds from issuance of
         common stock, exercise
         of warrants                        1,000           10          8,990               -             -             9,000
                                          -------      -------    -----------       -----------    --------         ---------

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
             gain 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
                                          =======        =====     ==========         =======    ==========         ============

See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       4
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
<TABLE>

                                                                                            Year Ended December 31,
                                                                                            ----------------------
                                                                                           2000               1999
                                                                                           ----               ----
Cash flows from operating activities:
<S>                                                                                 <C>                     <C>
    Net loss                                                                        $    (273,110)          (205,437)
    Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
         Depreciation and amortization                                                     54,181             12,085
         Provision for loan losses                                                        100,818             42,382
         Deferred income tax benefit                                                     (169,000)          (124,000)
         Net amortization of loan fees, premiums and discounts                            (11,014)             6,834
         Increase in accrued interest receivable                                          (69,818)           (79,439)
         Decrease (increase) in other assets                                               42,256            (75,947)
         Increase in other liabilities                                                    366,558             58,562
                                                                                         --------           --------

                  Net cash provided by (used in) operating activities                      40,871           (364,960)
                                                                                         --------            -------

Cash flows from investing activities:
    Purchase of securities available for sale                                          (1,832,075)        (1,493,125)
    Purchase of securities held to maturity                                                     -         (1,000,000)
    Principal pay-downs of securities available for sale                                    2,559                  -
    Maturities of securities held to maturity                                             500,000                  -
    Net increase in loans                                                              (7,017,056)        (4,284,336)
    Purchase of Federal Home Loan Bank stock                                               (5,000)            (9,400)
    Net purchase of premises and equipment                                             (1,145,376)          (145,898)
                                                                                        ---------            -------

                  Net cash used in investing activities                                (9,496,948)        (6,932,759)
                                                                                        ---------          ---------

Cash flows from financing activities:
    Net increase in deposits                                                            6,541,274          6,560,409
    Net increase (decrease) in other borrowings                                           245,000           (465,000)
    Net proceeds from issuance of common stock                                             11,754          4,415,412
                                                                                        ---------          ---------

                  Net cash provided by financing activities                             6,798,028         10,510,821
                                                                                        ---------         ----------

Net (decrease) increase in cash and cash equivalents                                   (2,658,049)         3,213,102

Cash and cash equivalents at beginning of year                                          3,257,670             44,568
                                                                                        ---------         ----------

Cash and cash equivalents at end of year                                            $     599,621          3,257,670
                                                                                        =========         ==========

Supplemental disclosure of cash flow information: Cash paid during the year for:
         Interest                                                                   $     311,391             47,383
                                                                                        =========         ==========

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

    Noncash transactions:
         Accumulated other  comprehensive  income  (loss),  change in unrealized
              gain (loss) on securities available for sale,
              net of tax                                                            $     51,857             (11,288)
                                                                                        ========          ==========

         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, 2000 and 1999 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 opened for  business on April 28, 1999 and offers a variety of
         community  banking  services to businesses and individuals  through its
         banking office located in Lake City, Florida.

    Basisof 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  generally  accepted  accounting  principles  and to general
         practices within the banking industry.

    Use  of  Estimates.   In  preparing  consolidated  financial  statements  in
         conformity with generally accepted accounting principles, 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.

    Cash and 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.

    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  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.

                                                                     (continued)




                                       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.

    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
         of each type of asset.


                                                                     (continued)



                                       7
<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.

    Organizational Costs. Net preopening and  organizational  costs,  which were
         incurred prior to commencement of banking operations,  totaled $227,202
         and were  charged to expense as  incurred.  In addition to common stock
         purchased by the organizers (See Note 11), the Company  obtained a line
         of credit from a financial  institution to fund  organizational  costs.
         This line of credit was paid-off in 1999 with  proceeds from the common
         stock offering.

    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. (See Note 10).

    Off-Balance-Sheet  Instruments.  In the  ordinary  course  of  business  the
         Company  has  entered  into  off-balance-sheet   financial  instruments
         consisting of commitments to extend credit,  unused lines of credit and
         standby letters of credit.  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)



                                       8
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(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  held to  maturity  and
              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.

              Federal  Funds  Purchased. 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.

    Loss Per  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 loss
         incurred by the Company.

    Advertising.  The Company expenses all media advertising as incurred.

    Reclassification.  Certain  amounts  in  the  1999 financial statements have
         been reclassified to conform to the 2000 presentation.



                                                                     (continued)



                                       9
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(2)  Securities
    Securities  have been  classified  according  to  management's  intent.  The
         carrying amount of securities and their  approximate fair values are as
         follows:
<TABLE>


                                                     Amortized         Unrealized        Unrealized        Fair
                                                       Cost              Gains            Losses           Value
                                                   ------------       ------------      -----------    ---------------
         At December 31, 2000-
           Available for sale:
              U.S. Government
<S>                                                 <C>                   <C>                <C>             <C>
                  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
                                                      =========           ======             =======        ==========

         At December 31, 1999:
           Available for sale-
              U.S. Government
                  Agency securities                 $ 1,493,125                -            (18,098)         1,475,027
                                                      =========           ======            ========         =========

           Held to maturity-
              U.S. Government
                  Agency securities                 $ 1,000,000                -            (11,719)           988,281
                                                      =========           ======            ========         =========
</TABLE>

    There were no sales of securities in 2000 or 1999.

    At December 31,  2000, a U.S.  Government  Agency  security  with a carrying
value of $498,830 was pledged to secure public deposits.

    The scheduled maturities of securities at December 31, 2000 are as follows:

                                                        Available for Sale
                                                       --------------------
                                                       Amortized      Fair
                                                         Cost         Value
                                                       ---------      -----

              Due in less than one year              $ 1,000,000     999,765
              Due from one to five years               2,501,065   2,565,902
              Mortgage-backed security                   330,289     330,733
                                                      ----------   ---------

                                                     $ 3,831,354   3,896,400
                                                       =========   =========

    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.

                                                                     (continued)




                                       10
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(3)  Loans
    The components of loans are as follows:

                                                         At December 31,
                                                     ------------------------
                                                     2000                1999
                                                     ----                ----

              Commercial                        $  2,646,297            769,829
              Commercial real estate               4,049,471          2,311,677
              Residential real estate              2,809,828            557,704
              Consumer and other                   1,815,681            645,126
                                                  ----------          ---------

                                                  11,321,277          4,284,336

              Deduct:
                  Net deferred loan fees             (28,394)            (6,834)
                  Allowance for loan losses         (139,224)           (42,382)
                                                  ----------          ---------

              Loans, net                        $ 11,153,659          4,235,120
                                                  ==========          =========

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


                                                             Year Ended
                                                             December 31,
                                                          -----------------
                                                          2000         1999
                                                          ----         ----

              Beginning balance                      $  42,382            -
              Provision for loan losses                100,818       42,382
              Charge-off                                (3,976)           -
                                                       -------       ------

              Ending balance                         $ 139,224       42,382
                                                       =======       ======

    The Bank had no impaired  loans at or for the years ended  December 31, 2000
or 1999.

(4)  Premises and Equipment
    A summary of premises and equipment follows:
<TABLE>
                                                                          At December 31,
                                                                        2000             1999
                                                                        ----             ----

<S>                                                               <C>                   <C>
              Land                                                $    176,744          176,744
              Building and improvements                              1,245,317             -
              Furniture and equipment                                  101,901           84,812
              Construction in process                                     -              97,156
                                                                                           -
              Leasehold improvements                                      -              19,873
                                                                     ---------           ------

                  Total, at cost                                     1,523,962          378,585

                  Less accumulated depreciation and amortization       (66,267)         (12,085)
                                                                     ---------           ------

                  Premises and equipment, net                     $  1,457,695          366,500
                                                                     =========          =======


</TABLE>

                                                                     (continued)


                                       11
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(4)  Premises and Equipment, Continued
    In 1999  the  Company leased its office facilities under an operating lease.
         This lease  expired in April,  2000 when the  Company  moved into their
         permanent  banking office.  Rent expense under operating  leases during
         the years  ended  December  31,  2000 and 1999 was $4,400 and  $13,200,
         respectively.

(5)  Deposits
    The  aggregate  amount  of time  deposits  with a  minimum  denomination  of
         $100,000,  was approximately  $2.2 million and $1.2 million at December
         31, 2000 and 1999, respectively.

    A schedule of maturities of time deposits at December 31, 2000 follows:

              Year Ending
              December 31,                                            Amount
              -----------                                             ------
                  2001                                             $ 7,842,166
                  2002                                                 743,606
                  2003                                                 248,783
                  2004                                                   2,033
                  2005                                                 100,000
                                                                    -----------
                                                                   $ 8,936,588

(6)  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.

(7) 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  commitments  to  extend
         credit,  unused  lines of credit and standby  letters of credit 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.

     The Company's exposure to credit loss in the event of nonperformance by the
         other  party to the  financial  instrument  for  commitments  to extend
         credit,  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.
                                                                     (continued)



                                       12
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(7) Financial Instruments, Continued
     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,
                                                                             -----------------------------
                                                                             2000                     1999
                                                                     -------------------      -------------------
                                                                     Carrying      Fair       Carrying      Fair
                                                                       Amount      Value      Amount        Value
                                                                     --------      -----      --------      -----
         Financial assets:
<S>                                                                 <C>              <C>         <C>         <C>
              Cash and cash equivalents                             $     600        600         3,258       3,258
              Securities available for sale                             3,896      3,896         1,475       1,475
              Securities held to maturity                                   -          -         1,000         988
              Loans, net                                               11,154     11,079         4,235       4,225
              Accrued interest receivable                                 149        149            79          79
              Federal Home Loan Bank stock                                 14         14             9           9

         Financial liabilities:
              Deposit liabilities                                      13,102     13,212         6,560       6,683
              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,
         2000 follows (in thousands):

           Unfunded loan commitments                        $ 1,133
                                                              =====

           Unused lines of credit                           $   467
                                                              =====

           Standby letters of credit                        $     6
                                                              =====

(8)  Income Taxes
    The income tax benefit consisted of the following:
<TABLE>

                                                                 Year Ended December 31,
                                                                 ----------------------
                                                                 2000              1999
                                                                 ----              ----
              Deferred:
<S>                                                           <C>                 <C>
                  Federal                                     $(144,300)          (105,876)
                  State                                         (24,700)           (18,124)
                                                                -------            -------

                           Total deferred benefit             $(169,000)          (124,000)
                                                                =======            =======
</TABLE>

                                                                     (continued)




                                       13
<PAGE>





                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(8)  Income Taxes, Continued
    The  reasons for the  differences  between the statutory  Federal income tax
         rate and the effective tax rate are summarized as follows:


<TABLE>

                                                                             Year Ended December 31,
                                                                             ----------------------
                                                                            2000                         1999
                                                                     -------------------          -------------------
                                                                                    % of                      % of
                                                                                  Pretax                    Pretax
                                                                      Amount        Loss        Amount        Loss
                                                                      ------      ------        ------      ------

<S>                                                                 <C>            <C>        <C>           <C>
              Income tax benefit at statutory rate                  $(150,317)     (34.0)%    $(112,008)    (34.0)%
              Increase resulting from:
                  State taxes, net of Federal tax benefit             (16,032)      (3.6)       (11,962)     (3.6)
                  Other                                                (2,651)       (.6)           (30)       -
                                                                     --------       ----        -------      -----

                                                                    $(169,000)     (38.2)%    $(124,000)    (37.6)%
                                                                      =======       ====        =======      ====
</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,
                                                                             -------------------
                                                                             2000           1999
                                                                             ----           ----
              Deferred tax assets:
<S>                                                                       <C>              <C>
                  Net operating loss carryforwards                        $ 273,379        130,185
                  Organizational and preopening costs                       107,667        140,796
                  Allowance for loan losses                                  23,353           -
                  Accrual to cash adjustment                                  4,841           -
                  Unrealized loss on securities available for sale             -             6,810
                  Other                                                       6,822            412
                                                                            -------        -------

                           Deferred tax assets                              416,062        278,203
                                                                            -------        -------

              Deferred tax liabilities:
                  Unrealized gain on securities available for sale           24,477           -
                                                                                              -
                  Accumulated depreciation                                    3,777            338
                  Accrual to cash adjustment                                   -            25,963
                  Allowance for loan losses                                    -             1,807
                                                                            -------         ------

                           Deferred tax liabilities                          28,254         28,108
                                                                            -------       --------

                           Net deferred tax asset                         $ 387,808        250,095
                                                                            =======        =======
</TABLE>

    At   December 31, 2000,  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                    380,000
                                          -------

                                       $  726,500
                                          =======
                                                                     (continued)

                                       14
<PAGE>


                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(9)  Related Party Transactions
     The Company has entered into  transactions  with  officers,  directors  and
         principal  stockholders  in the ordinary  course of business.  Loans to
         such related parties amounted to approximately $869,000 and $272,000 at
         December  31,  2000 and  1999,  respectively.  During  the  year  ended
         December  31,  2000,  total  principal   additions  were  approximately
         $871,000 and total  principal  payments  were  approximately  $274,000.
         Deposits  from such related  parties at December 31, 2000 and 1999 were
         approximately $768,000 and $848,000, respectively.

(10) 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
                                                                    ---------     ------        ---------     ---------
              Issued during 2000 and outstanding at
<S>                        <C> <C>                                     <C>        <C>               <C>         <C>
                  December 31, 2000                                    10,000     $ 9.00            9.00        90,000
                                                                       ======       ====            ====        ======
</TABLE>

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

     These options are exercisable as follows:

                                               Number          Weighted-Average
                  Year Ending                of Shares        Exercise Price
                  -----------                ---------        -----------------
                     Currently                 4,000              $ 9.00
                     2001                      2,000                9.00
                     2002                      2,000                9.00
                     2003                      2,000                9.00
                                               -----

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

                                                                     (continued)




                                       15
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(10) Stock Option Plan, Continued
     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  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 pro forma disclosures, the
         estimated fair value is included in expense during the vesting period.

<TABLE>

                                                                                  Year Ended
                                                                                  December 31,
                                                                                  -----------
                                                                                     2000
                                                                                     ----

<S>                                                                             <C>
              Grant-date fair value of options issued during the year           $    3.07
                                                                                  =======

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

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

(11)  Stockholders' Equity
    The  Bank is subject to certain restrictions on the amount of dividends that
         it may declare without prior regulatory approval. At December 31, 2000,
         the Bank has no amounts available for dividends.

    As   of December  31, 1999,  the Company had sold  514,478  shares of common
         stock, which included the exercise of 1,000 warrants,  for an aggregate
         of $4.4  million.  The Company  incurred  $37,500 in offering  expenses
         relating to their  public  offering of the  Company's  common stock and
         warrants.

    During the initial  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,  2000 and 1999,  1,306 and 1,000
         warrants, respectively were exercised.

    As   of December 31, 1998, the Company had sold 3,942 shares of common stock
         to its  organizers  for an  aggregate  of  $177,390.  Such  shares were
         converted  on a five  shares for one share  basis at the closing of the
         common  stock  offering.  In  addition  the  organizers  received  five
         warrants for each share converted.  Each warrant entitles the holder to
         purchase  one  share  of  common  stock  at $9 per  share.  The  shares
         converted  and warrants  outstanding  are included in the totals in the
         previous paragraphs.

                                                                     (continued)



                                       16
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(12)  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  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, 2000, that the Bank met all capital adequacy  requirements
         to which they are subject.

    As   of December 31, 2000, 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          %
                                       ------         ------         ------            ------     ------       -----

     As of December 31, 2000:
         Total capital to Risk-
<S>                                   <C>              <C>          <C>                  <C>     <C>           <C>
           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

     As of December 31, 1999:
         Total capital to Risk-
           Weighted assets              3,748          61.60            487              8.00        608       10.00
         Tier I Capital to Risk-
           Weighted Assets              3,696          60.75            243              4.00        365        6.00
         Tier I Capital
           to Average Assets            3,696          39.91            370              4.00        463        5.00
</TABLE>


                                                                     (continued)



                                       17
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued



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

                            Condensed Balance Sheets

                                                                At December 31,
                                                            --------------------
                                                            2000            1999
                                                            ----            ----
              Assets

         Cash                                        $    150,554        131,970
         Investment in subsidiary                       3,804,132      3,935,500
         Other assets                                      13,085        109,800
                                                        ---------      ---------

              Total assets                           $  3,967,771      4,177,270
                                                        =========      =========

              Stockholders' Equity

         Stockholders equity                         $  3,967,771      4,177,270
                                                        =========      =========


                       Condensed Statements of Operations


                                                                 Year Ended
                                                                 December 31,
                                                            2000           1999
                                                            ----           ----

         Revenues                                         $ 6,830        72,284
         Expenses                                               -      (107,461)
                                                            -----       -------

              Earnings (loss) before loss of subsidiary     6,830       (35,177)
              Loss of subsidiary                         (279,940)     (170,260)
                                                          -------       -------

              Net loss                                  $(273,110)     (205,437)
                                                          =======       =======

                                                                     (continued)



                                       18
<PAGE>




                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(13)  Parent Company Only Financial Information, Continued

                       Condensed Statements of Cash Flows

<TABLE>


                                                                                                 Year Ended
                                                                                                 December 31,
                                                                                            --------------------
                                                                                            2000            1999
                                                                                            ----            ----

              Cash flows from operating activities:
<S>                                                                                      <C>              <C>
                  Net loss                                                               $(273,110)       (205,437)
                  Adjustments to reconcile net loss to net cash
                    provided by operating activities:
                      Equity in undistributed loss of subsidiary                           279,940         170,260
                      Net decrease in other assets                                          96,715         289,215
                                                                                           -------         -------

                      Net cash provided by operating activities                            103,545         254,038
                                                                                           -------         -------

              Cash flows from investing activities-
                  Net investment in subsidiary                                             (96,715)     (4,117,048)
                                                                                            ------       ---------

              Cash flows from financing activities:
                  Proceeds from issuance of common stock, net                               11,754       4,415,412
                  Net decrease in borrowings                                                  -           (465,000)
                                                                                            ------       ---------

                      Net cash provided by financing activities                             11,754       3,950,412
                                                                                           -------       ---------

              Net increase in cash                                                          18,584          87,402

              Cash at beginning of the year                                                131,970          44,568
                                                                                           -------          ------

              Cash at end of year                                                        $ 150,554         131,970
                                                                                           =======         =======

              Noncash transaction - change in investment in subsidiary
                  due to change in accumulated other comprehensive
                  income (loss), net of tax                                              $  51,857         (11,288)
                                                                                           =======         =======


</TABLE>

                                                                     (continued)



                                       19
<PAGE>



                       PSB BANCGROUP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


     (14)  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
                                                         -------     -------      -------        -------      -----
         Year Ended December 31, 2000:
<S>                                                        <C>           <C>          <C>            <C>        <C>
         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 expense                                 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)
                                                             ===         ===          ===            ===        ===

         Year Ended December 31, 1999:
         Interest income                                   $  53          53          108            152        366
         Interest expense                                      8          10           24             49         91
                                                             ---         ---          ---            ---        ---

              Net interest income                             45          43           84            103        275

         Provision for loan losses                             -           5           11             26         42
                                                            ----         ---          ---            ---        ---

              Net interest income after
                  provision for loan losses                   45          38           73             77        233
                                                              --         ---          ---            ---        ---

         Noninterest income                                    -           1            5              6         12
         Noninterest expense                                  67         170          155            182        574
                                                              --         ---          ---            ---        ---

         Loss before income tax benefit                      (22)       (131)         (77)           (99)      (329)

         Income tax benefit                                   (8)        (49)         (29)           (38)      (124)
                                                             ---         ---          ---            ---        ---

         Net loss                                          $ (14)        (82)         (48)           (61)      (205)
                                                              ==          ==           ==             ==        ===

         Basic and diluted loss per common
              share                                        $(.14)       (.16)        (.09)          (.10)      (.49)
                                                             ===         ===          ===            ===        ===

</TABLE>