SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------

                                   FORM 10-KSB
                                   -----------


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1999

                        Commission File Number 333-77593

                        UNITED AMERICAS BANKSHARES, INC.
         ----------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its charter)

                      Georgia                        58-2399917
          --------------------------------      ---------------------
            (State or other jurisdiction          (I.R.S. Employer
          of incorporation or organization)     Identification Number)

             3789 Roswell Road, Atlanta, Georgia                  30342
            ---------------------------------------             ----------
            (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (404) 240-0101

         Securities registered pursuant to Section 12(b) of the Act:     NONE.

         Securities  registered  pursuant to Section 12(g) of the Act: 1,200,000
SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE.

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /X/

         State the Issuer's revenue for its most recent fiscal year:  $243,474.

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates:  AS OF MARCH 22, 2000,  847,500  SHARES OF COMMON STOCK,  NO PAR
VALUE PER SHARE (THE  "COMMON  STOCK"),  WITH AN AGGREGATE  VALUE OF  $8,475,000
(BASED UPON APPROXIMATE MARKET VALUE OF $10.00/SHARE) (THE LAST SALE PRICE KNOWN
TO THE  REGISTRANT  FOR THE  COMMON  STOCK,  FOR WHICH  THERE IS NO  ESTABLISHED
TRADING MARKET).

         State the number of shares  outstanding of each of the issuer's classes
of Common Stock as of the latest  practicable  date: AS OF MARCH 22, 2000, THERE
WERE 1,200,000 SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK.


<PAGE>





                                      INDEX

                                                                           PAGE

     PART I ................................................................1

     Item 1.   Description of Business......................................1
     Item 2.   Description of Property......................................9
     Item 3.   Legal Proceedings ...........................................9
     Item 4.   Submission of Matters To a Vote of
                    Security Holders........................................9

     PART II ...............................................................9

     Item 5.   Market for Common Equity and Related
                    Stockholder Matters.....................................9
     Item 6.   Management's Discussion and Analysis or
                   Plan of Operation.......................................10
     Item 7.   Financial Statements........................................11
     Item 8.   Changes In and Disagreements With
                    Accountants on Accounting and Financial
                    Disclosure.............................................12

     PART III..............................................................13

     Item 9.   Directors, Executive Officers, Promoters,
                    and Control Persons; Compliance With
                    Section 16(a) of The Exchange Act......................13
     Item 10.  Executive Compensation......................................13
     Item 11.  Security Ownership of Certain Beneficial
                     Owners and Management ................................16
     Item 12.  Certain Relationships and Related
                    Transactions...........................................17
     Item 13.  Exhibits and Reports on Form 8-K............................17


                                      (i)
<PAGE>

                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

         This Form  10-KSB,  both in the  Management's  Discussion  and Analysis
section and elsewhere,  contains  forward-looking  statements  under the Private
Securities  Litigation Reform Act of 1995 that involve risks and  uncertainties.
Although we believe the assumptions  underlying the  forward-looking  statements
contained in the  discussions are  reasonable,  any of the assumptions  could be
inaccurate;  therefore, no assurance can be made that any of the forward-looking
statements  included in this  discussion  will be  accurate.  Factors that could
cause  actual  results  to differ  from  results  discussed  in  forward-looking
statements include,  but are not limited to: economic conditions (both generally
and in the  markets  where we  operate);  competition  from other  providers  of
financial services;  government regulation and legislation;  changes in interest
rates;  material  unforeseen changes in the financial stability and liquidity of
our credit customers; material unforeseen complications related to the Year 2000
issues for us, our suppliers,  customers,  and governmental  agencies; and other
risks detailed in our filings with the Securities and Exchange  Commission,  all
of which are  difficult  to  predict  and which may be beyond  our  control.  We
undertake no obligation to revise  forward-looking  statements to reflect events
or changes  after the date of this  discussion  or to reflect the  occurrence of
unanticipated events.

THE REGISTRANT

         United Americas Bankshares,  Inc., a Georgia corporation, was organized
on May 14, 1998, to serve as a bank holding  company.  On September 20, 1999, we
acquired all of the  outstanding  common  stock of United  Americas  Bank,  N.A.
("United  Americas Bank" or the "Bank"),  which operates in the Buckhead area of
Atlanta. The Bank is chartered and regulated by the Office of the Comptroller of
the Currency (the "OCC"), and it commenced operations on September 20, 1999.

         We operate a full-service  commercial  banking  business through United
Americas  Bank,  the only bank in  Georgia  organized  specifically  to  provide
specialized customer service to Hispanics.

SERVICES

         United Americas Bank is a  community-oriented  bank with an emphasis on
Hispanic,  commercial,  and retail  banking.  The Bank offers  such  traditional
banking  services as consumer and commercial  checking  accounts,  NOW accounts,
savings accounts, certificates of deposit, daily money market accounts, lines of
credit,  and  money  transfers.   The  Bank  finances  commercial  and  consumer
transactions, makes secured and unsecured loans, and provides a variety of other
banking services.

         In addition to deposit and loan services,  United  Americas Bank offers
banking, cash management services, safe deposit boxes, travelers' checks, direct
deposit of payroll and social security checks,  and automatic drafts for various
accounts.

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<PAGE>

         Additionally,  United  Americas  Bank  offers  specialized  services to
targeted commercial customers, including a courier service, inbound and outbound
international funds transfers, foreign exchange, foreign collections, and import
and export letters of credit.

         United Americas Bank offers private  banking  services to both domestic
and non-domestic  individuals and corporations  establishing business operations
in Atlanta,  including currency  exchange,  international  funds transfers,  and
arranging personal lines of credit. The Bank also provides international banking
services to foreign businesses  operating in Atlanta and to their executives and
employees.  United Americas Bank employs  personnel with the requisite  language
and cultural skills suited to serve foreign  nationals who are often  unfamiliar
with banking  practices in the United States.  The Bank also maintains  contacts
with  correspondent  financial  services and general businesses in international
trade  markets  for  introduction  to  qualified  foreign  nationals  conducting
business in the United States.

DEPOSITS

         United  Americas  Bank offers a full range of deposit  services to both
consumers  and small- to  medium-sized  businesses.  At December 31,  1999,  the
Bank's   deposit  base,   totaling   approximately   $2,713,000,   consisted  of
approximately  $523,000 in  non-interest  bearing demand  deposits (19% of total
deposits),  approximately  $117,000 in interest  bearing demand  deposits (4% of
total  deposits),  approximately  $706,000  in  savings  deposits  (26% of total
deposits), approximately $415,000 in time deposits in amounts less than $100,000
(15% of total deposits), and approximately $952,000 in time deposits of $100,000
or more (36% of total deposits). Management believes the Bank's time deposits of
$100,000 or more are customer  relationship-oriented  and represent a reasonably
stable source of funds.

LOANS

         United  Americas  Bank  offers a full  range of short-  to  medium-term
commercial and consumer  loans,  including both secured and unsecured  loans, to
individuals and small- to medium-sized businesses for working capital,  business
expansion, and purchase of equipment and machinery.  Secured loans include first
and second real estate  mortgage loans.  United Americas Bank offers  government
guaranteed loans under the Small Business  Administration loan program. The Bank
also makes direct installment loans to consumers on both a secured and unsecured
basis. At December 31, 1999, loans totaled $147,846.

LENDING POLICY

         Our  current  lending  strategy is to make loans to persons who reside,
work, or own property in the metropolitan Atlanta area. Unsecured loans normally
are made only to persons  who  maintain  depository  relationships  with  United
Americas Bank.  Secured loans are made to persons who are well  established  and
have net worth, collateral, and cash flow to support the loan. Real estate loans
are normally  made when such loans are secured by real  property  located in the
metropolitan Atlanta area.

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<PAGE>

         United  Americas  Bank  provides  each  lending  officer  with  written
guidelines for lending  activities.  Lending authority is delegated by the Board
of Directors of the Bank to loan officers, each of whom is limited in the amount
of  secured  and  unsecured  loans  that they can make to a single  borrower  or
related  group of borrowers.  All unsecured  loans in excess of $400,000 and all
secured  loans  in  excess  of  $750,000  must  have  the  approval  of the loan
committee.

         Making loans to  businesses  to fund working  capital is a  traditional
function of  commercial  banks.  Such loans are expected to be repaid out of the
cash flow of the commercial  entity,  and the ability of the borrower to service
its debt is dependent upon the success of the commercial  enterprise.  It is our
policy to secure these loans with  collateral.  Many of United  Americas  Bank's
commercial loans are secured by real estate  collateral  because such collateral
is superior to other types of collateral  available to small  businesses.  Loans
secured  by  commercial  real  estate,   however,   particularly  if  collateral
dependent,  are subject to certain inherent risks. Commercial real estate may be
substantially  illiquid,  and  commercial  real estate  values are  difficult to
ascertain and subject to wide fluctuation depending upon economic conditions.

         The  inter-agency   guidelines  adopted  by  federal  bank  regulators,
including the OCC,  mandate that  financial  institutions  establish real estate
lending  policies  and  establish  certain  minimum  real  estate  loan-to-value
standards.  United  Americas  Bank has adopted  these  federal  standards as its
minimum  standards.  These standards  require maximum  loan-to-value  ratios for
various  types  of real  estate  loans  as set  forth  below.  The Bank may make
exceptions to the minimum standards,  which exceptions must be accounted for and
tracked.

                                                                 Loan-to-
         LOAN CATEGORY                                        VALUE LIMIT

         Raw land                                                   65%
         Land development                                            5%
         Construction:
         Commercial, multifamily <F1> and
            other nonresidential                                    80%
         1- to 4-family residential                                 85%
         Improved Property                                          85%
         Owner-occupied 1- to 4-family and
            home equity                                            <F2>%

-----------------------
[FN]

<F1>     Multifamily construction includes condominiums and cooperatives.

<F2>     A loan-to-value  limit has not been established for permanent  mortgage
         or home  equity  loans on  owner-occupied,  1-to  4-family  residential
         property.  For any such loan with a loan-to-value  ratio that equals or
         exceeds  90  percent  at  origination,   however,   appropriate  credit
         enhancement  in the  form  of  either  mortgage  insurance  or  readily
         marketable collateral is required.
</FN>

                                       3
<PAGE>

LOAN REVIEW AND NON-PERFORMING ASSETS

         United  Americas Bank engages an independent  consultant to perform its
loan review function and to review its loan portfolio to determine  deficiencies
and corrective  action to be taken.  The results of the reviews are presented to
the  President  and the  Executive  Committee of the Bank. On at least an annual
basis, reviews are conducted for all loans over $50,000, plus all loans that are
past due for more than 30 days.  Past due loans are  reviewed at least weekly by
lending  officers  and by the chief  credit  officer,  and a  summary  report is
reviewed monthly by the Board of Directors.

ASSET/LIABILITY MANAGEMENT

         A committee  composed of  officers of United  Americas  Bank is charged
with managing its assets and liabilities. The committee attempts to manage asset
growth, liquidity, and capital to maximize income and reduce interest rate risk.
The committee directs the Bank's overall acquisition and allocation of funds. At
quarterly  meetings,  the committee  reviews and discusses the monthly asset and
liability  funds  budget in  relation  to the actual  flow of funds;  peer group
comparisons;  the ratio of the amount of rate-sensitive  assets to the amount of
rate-sensitive  liabilities;  the  ratio of the  allowance  for loan  losses  to
outstanding and non-performing loans; and other variables, such as expected loan
demand,   investment   opportunities,   core  deposit  growth  within  specified
categories,  regulatory changes,  monetary policy  adjustments,  and the overall
state of the economy.

COMPETITION

         The  banking  business  is  highly  competitive  and our  profitability
depends on our ability to compete successfully. United Americas Bank competes as
a  financial  intermediary  with  numerous  other  lenders  and  deposit-takers,
including other commercial banks, thrift  institutions,  credit unions,  finance
companies,  mutual  funds,  insurance  companies,  and  brokerage  companies and
investment  banking firms.  United  Americas Bank competes  primarily with other
financial  institutions in Atlanta, but may also compete with Internet banks and
financial institutions located throughout the United States for products such as
large certificates of deposit.  All of the Bank's  competitors  actively solicit
business from residents of Atlanta and many are increasingly  offering  services
in Spanish and adding Spanish-speaking employees. Some of these institutions are
not subject to the same  degree of  regulation  as the Bank is and have  greater
resources  than  the  Bank  has  available.   Some  of  United  Americas  Bank's
competitors  have  substantially  greater  resources and lending limits than the
Bank and provide  other  services,  such as  extensive  and  established  branch
networks and trust services,  that United  Americas Bank does not provide.  As a
result of these competitive  factors,  United Americas Bank may pay higher rates
of interest to attract  depositors or extend credit with lower interest rates to
attract borrowers.

         United  Americas  Bank  differentiates   itself  from  other  financial
institutions  by  providing   personalized,   first-class  service  to  Hispanic
individuals  and  businesses  in the Atlanta  area.  The  Atlanta  market is not
currently  served  by a bank  organized  specifically  to serve the needs of the
Hispanic  community.  Furthermore,  United  Americas  Bank  employs  a staff  of
directors,  managers,  and employees fluent in both English and Spanish to serve

                                       4
<PAGE>

the  significant  portion  of the  Hispanic  population  that is  unfamiliar  or
uncomfortable with using traditional banking facilities. We believe that through
education  and  marketing   programs   sponsored  by  United  Americas  Bank,  a
cross-section of the Hispanic community will become more inclined to utilize the
services of United  Americas  Bank.  Finally,  United  Americas  Bank focuses on
providing  international  services to small to medium-sized  businesses which we
believe are currently under-served by the large regional banks.

EMPLOYEES

         As of  December  31,  1999,  United  Americas  Bank  had  14  full-time
employees  and one  part-time  employee.  We have no employees  who are not also
employees of the Bank.  United  Americas  Bank is not a party to any  collective
bargaining agreement,  and management believes that relations with employees are
satisfactory.

SUPERVISION AND REGULATION

         GENERAL. We are a registered bank holding company subject to regulation
by the Board of Governors of the Federal Reserve System (the "Federal  Reserve")
under the Bank  Holding  Company Act of 1956,  as amended  (the  "Act").  We are
required to file financial  information with, and are subject to examination by,
the Federal Reserve.

         The Act  requires  every bank  holding  company  to obtain the  Federal
Reserve's prior approval before (1) it may acquire direct or indirect  ownership
or  control  of more than 5% of the  voting  shares of any bank that it does not
already control;  (2) it or any of its non-bank  subsidiaries may acquire all or
substantially  all of the assets of a bank;  and (3) it may merge or consolidate
with any other bank  holding  company.  In addition,  a bank holding  company is
generally prohibited from engaging in, or acquiring,  direct or indirect control
of the voting  shares of any company  engaged in  non-banking  activities.  This
prohibition  does not  apply  to  activities  listed  in the Act or found by the
Federal  Reserve,  by order or regulation,  to be closely  related to banking or
managing or controlling  banks as to be a proper incident  thereto.  Some of the
activities  that the Federal Reserve has determined by regulation or order to be
closely related to banking are:

         o        making or servicing loans and certain types of leases;
         o        performing certain data processing services;
         o        acting as fiduciary or investment or financial advisor;
         o        providing brokerage services;
         o        underwriting bank eligible securities;
         o        underwriting  debt and equity  securities  on a limited  basis
                  through separately capitalized subsidiaries; and
         o        making   investments  in  corporations  or  projects  designed
                  primarily to promote community welfare.

                                       5
<PAGE>

         In addition,  bank holding companies whose banking subsidiaries are all
well-capitalized  and  well-managed  may  apply to  become a  financial  holding
company.  Financial holding companies have the authority to engage in activities
that are  "financial  in nature" that are not  permitted  for other bank holding
companies.  Some of the activities that the Act provides are financial in nature
are:

         o        lending,  exchanging,  transferring,  investing  for others or
                  safeguarding money or securities;
         o        insuring,  guaranteeing,  or indemnifying  against loss, harm,
                  damage,  illness,  disability,  or  death,  or  providing  and
                  issuing annuities,  and acting as principal,  agent, or broker
                  with respect thereto;
         o        providing   financial,   investment,   or  economic   advisory
                  services,  including advising an investment company;
         o        issuing or selling instruments representing interests in pools
                  of assets permissible for a bank to hold directly; and
         o        underwriting, dealing in, or making a market in securities.


         We have no immediate plans to register as a financial holding company.

         We must also  register  with the  Georgia  Department  of  Banking  and
Finance  ("DBF")  and file  periodic  information  with the DBF. As part of such
registration,  the DBF  requires  information  with  respect  to our and  United
Americas Bank's  financial  condition,  operations,  management and intercompany
relationships  and  related  matters.  The  DBF  may  also  require  such  other
information as is necessary to keep itself informed as to whether the provisions
of Georgia law and the regulations and orders issued  thereunder by the DBF have
been complied with, and the DBF may examine us and the Bank.

         We are an "affiliate" of United Americas Bank under the Federal Reserve
Act,  which imposes  certain  restrictions  on (i) loans by the Bank to us, (ii)
investments  in our stock or securities  by the Bank,  (iii) the Bank taking the
stock or securities of an  "affiliate"  as collateral for loans by the Bank to a
borrower,  and (iv) the purchase of assets from us by the Bank.  Further, a bank
holding  company and its  subsidiaries  are prohibited  from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services.  United Americas Bank is regularly  examined
by the  Federal  Deposit  Insurance  Corporation  (the  "FDIC").  The  Bank as a
national banking association is subject to the supervision of, and are regularly
examined by, the OCC. Both the FDIC and the OCC must grant prior approval of any
merger, consolidation, or other corporation reorganization involving the Bank. A
bank can be held liable for any loss incurred by, or  reasonably  expected to be
incurred by, the FDIC in  connection  with the default of a  commonly-controlled
institution.

         PAYMENT OF DIVIDENDS.  We are a legal entity separate and distinct from
United  Americas Bank.  Most of our revenues result from dividends paid to us by
the Bank.  There are statutory  and  regulatory  requirements  applicable to the
payment of dividends by the Bank, as well as by us to our shareholders.

                                       6
<PAGE>

         As a national bank,  United Americas Bank is required by federal law to
obtain the prior  approval of the OCC before  payments of dividends if the total
of all dividends  declared by the Board of Directors in any year will exceed (i)
the total of the Bank's net profits (as defined and  interpreted  by regulation)
for that  year,  plus (ii) the Bank's  retained  net  profits  (as  defined  and
interpreted  by  regulation)  of the  preceding  two  years,  less any  required
transfers to surplus.

         The  payment of  dividends  by us and the Bank may also be  affected or
limited by other factors,  such as the requirement to maintain  adequate capital
above regulatory  guidelines.  In addition, if, in the opinion of the applicable
regulatory authority, a bank under its jurisdiction is engaged in or is about to
engage in an unsafe or unsound  practice  (which,  depending  upon the financial
condition of a bank, could include the payment of dividends), such authority may
require,  after  notice and  hearing,  that such bank cease and desist from such
practice.  The FDIC and the OCC have issued  policy  statements  providing  that
insured  banks should  generally  only pay  dividends  out of current  operating
earnings.  At December 31, 1999,  the Bank had no retained  earnings  from which
dividends  could be paid. We do not intend to pay dividends any time in the near
future.

         MONETARY POLICY.  The results of operations of the Bank are affected by
credit policies of monetary  authorities,  particularly the Federal Reserve. The
instruments  of monetary  policy  employed by the Federal  Reserve  include open
market operations in U.S. government securities, changes in the discount rate on
bank borrowings and changes in reserve  requirements  against bank deposits.  In
view of changing conditions in the national economy and in the money markets, as
well as the effect of actions by monetary and fiscal authorities,  including the
Federal  Reserve,  no prediction  can be made as to possible  future  changes in
interest rates, deposit levels, loan demand, or the business and earnings of the
Bank.

         CAPITAL  ADEQUACY.  The Federal  Reserve  and the OCC have  implemented
substantially  identical  risk-based  rules for assessing  bank and bank holding
company capital adequacy.  These regulations establish minimum capital standards
in relation to assets and  off-balance  sheet  exposures  as adjusted for credit
risk. Banks and bank holding  companies are required to have (1) a minimum level
of total capital (as defined) to risk-weighted  assets of 8%; (2) a minimum Tier
One  Capital  (as  defined)  to  risk-weighted  assets of 4%; and (3) a Tier One
Capital to average  assets of 4%. In addition,  the Federal  Reserve and the OCC
have established a minimum 3% leverage ratio of Tier One Capital to total assets
for the most highly-rated banks and bank holding  companies.  "Tier One Capital"
generally consists of common equity not including  unrecognized gains and losses
on  securities,   minority   interests  in  equity   accounts  of   consolidated
subsidiaries,  and certain perpetual  preferred stock less certain  intangibles.
The Federal  Reserve and the OCC will require a bank holding company and a bank,
respectively,  to  maintain  a  leverage  ratio  greater  than 3% if  either  is
experiencing or anticipating  significant  growth or is operating with less than
well-diversified  risks in the  opinion  of the  Federal  Reserve.  The  Federal
Reserve and the OCC use the leverage ratio in tandem with the  risk-based  ratio
to assess the capital  adequacy of banks and bank holding  companies.  The FDIC,

                                       7
<PAGE>

the OCC, and the Federal Reserve amended, effective January 1, 1997, the capital
adequacy standards to provide for the consideration of interest rate risk in the
overall  determination  of a bank's capital ratio,  requiring banks with greater
interest  rate risk to  maintain  adequate  capital  for the risk.  The  revised
standards have not had and are not expected to have a significant  effect on our
capital requirements.

         In addition, Section 38 to the Federal Deposit Insurance Act implements
prompt  corrective  action provisions that set forth 5 regulatory zones in which
all banks are placed  largely based on their capital  positions.  Regulators are
permitted  to take  increasingly  harsh action as a bank's  financial  condition
declines.  Regulators are also empowered to place in receivership or require the
sale of a bank to another depository  institution when a bank's capital leverage
ratio reaches 2%. Better capitalized  institutions are generally subject to less
onerous regulation and supervision than banks with lesser amounts of capital.

         The OCC has  adopted  regulations  implementing  the prompt  corrective
action  provisions,  which  place  financial  institutions  in the  following  5
categories  based  upon   capitalization   ratios:   (1)  a  "well  capitalized"
institution  has a total  risk-based  capital  ratio of at least 10%, a Tier One
risk-based  ratio of at least 6%,  and a  leverage  ratio of at least 5%; (2) an
"adequately  capitalized" institution has a total risk-based capital ratio of at
least 8%, a Tier One risk-based ratio of at least 4%, and a leverage ratio of at
least 4%; (3) an  "undercapitalized"  institution has a total risk-based capital
ratio of under 8%, a Tier One risk-based  ratio of under 4%, or a leverage ratio
of under 4%;  (4) a  "significantly  undercapitalized"  institution  has a total
risk-based  capital ratio of under 6%, a Tier One risk-based  ratio of under 3%,
or a  leverage  ratio  of  under  3%;  and (5) a  "critically  undercapitalized"
institution  has a leverage  ratio of 2% or less.  Institutions  in any of the 3
undercapitalized  categories  would be prohibited  from  declaring  dividends or
making capital distributions.  The OCC regulations also establish procedures for
"downgrading"  an institution  to a lower capital  category based on supervisory
factors other than capital.  Under the OCC's  regulations,  the Bank was a "well
capitalized" institution at December 31, 1999.

         See  Note  12 of the  consolidated  financial  statements  for  details
related to the Bank's capital ratios as of December 31, 1999.

RECENT LEGISLATIVE AND REGULATORY ACTION

         On November 12, 1999,  President Clinton signed the  Gramm-Leach-Bliley
Act, a very significant piece of legislation intended to modernize the financial
services industry. The bill repeals the anti-affiliation  provisions of the 1933
Glass-Steagall   Act  to  allow  for  the  merger  of  banking  and   securities
organizations   and  permits  banking   organizations  to  engage  in  insurance
activities including insurance  underwriting.  The bill also allows bank holding
companies to engage in financial  activities  that are  "financial  in nature or
complementary  to a financial  activity."  The act lists the expanded areas that
are financial in nature and includes  insurance and securities  underwriting and
merchant banking among others. The bill also:

         o        prohibits    non-financial    entities   from   acquiring   or
                  establishing a thrift while  grandfathering  existing  thrifts
                  owned by non-financial entities.

                                       8
<PAGE>

         o        establishes  state  regulators as the  appropriate  functional
                  regulators  for insurance  activities  but provides that state
                  regulators  cannot "prevent or  significantly  interfere" with
                  affiliations between banks and insurance firms.

         o        contains provisions designed to protect consumer privacy.  The
                  bill requires financial  institutions to disclose their policy
                  for  collecting and protecting  confidential  information  and
                  allows  consumers to "opt out" of  information  sharing except
                  with  unaffiliated  third parties who market the institutions'
                  own  products  and  services or  pursuant to joint  agreements
                  between two or more financial institutions.

         o        provides  for  functional  regulation  of a bank's  securities
                  activities by the Securities and Exchange Commission.

         Various portions of the bill have different  effective  dates,  ranging
from immediately to more than a year for implementation.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our main  office is located at 3789  Roswell  Road,  Atlanta,  Georgia,
30224, a 6,100 square-foot facility, and it is owned by us. Our telephone number
at that office is (404) 240-0101.  United  Americas Bank  distributes all of its
services through a full-service banking office located at the same address.

ITEM 3.  LEGAL PROCEEDINGS

         We are not aware of any material pending legal  proceedings to which we
are or the Bank is a party or to which any of our property is subject.

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

         No matters were submitted to a vote of our security  holders during the
fourth quarter of 1999.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         STOCK.  There is no  established  public  trading market for our common
stock. As of March 22, 2000, we had 450  shareholders  of record.  Management is
not aware of any sales of our common stock in 1999 other than our initial public
offering.


                                       9
<PAGE>

         DIVIDENDS. In 1999, we did not declare cash dividends. We do not intend
to pay cash dividends in the near future. If we do start paying  dividends,  the
amount and  frequency of dividends  will be determined by our Board of Directors
in light of earnings, capital requirements,  and our financial condition, and no
assurances can be given that  dividends will be paid in the future.  Information
on restrictions  on the amount of dividends  payable by us appears in Note 12 to
our consolidated financial statements.

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

         United Americas Bankshares, Inc. was organized on May 14, 1998 and from
that date until September 20, 1999 its principal activities have been related to
its  organization,  the conduct of its initial public  offering,  the pursuit of
approvals from the OCC and FDIC of its  application  to charter United  Americas
Bank,  and the  pursuit of  approvals  from the  Federal  Reserve  Board for the
Company to acquire control of the Bank.

         On August 27, 1999, the Company concluded its offering in which it sold
1,200,000 shares of common stock at $10.00 per share. The offering  provided the
Company  with  $11,536,000  in capital  after  deducting  offering  expenses  of
$464,000.  After  receiving all applicable  regulatory  approvals and satisfying
pre-opening examination  procedures,  the Bank opened for business to the public
on September 20, 1999 in banking  facilities located on Roswell Road in Atlanta,
Georgia.  These  facilities  were  purchased and serve as the main office of the
Company and the Bank.

FINANCIAL CONDITION AT DECEMBER 31, 1999

         Total  assets at  December  31,  1999,  were  $13,398,000,  principally
composed of  $4,724,000 in cash and cash  equivalents,  $6,721,000 in investment
securities, and $1,343,000 in premises and equipment. In addition to the capital
of  $10,643,000,  these assets are funded by  $2,713,000  in  deposits.  Deposit
composition at December 31, 1999 included $523,000 of demand deposits,  $822,000
in interest-bearing  demand and savings deposits, and $1,367,000 in certificates
of deposit.

RESULTS OF OPERATIONS

         The results of  operations of the Company and the Bank are dependent on
net  interest  income,  which  is the  difference  between  interest  earned  on
interest-earning  assets and the interest paid on interest-bearing  liabilities,
and the ability to minimize loan losses and to control operation expenses.

         The Company's  net loss was $670,000 for the period ended  December 31,
1999.  Interest income for the period was $239,000,  while interest  expense was
$78,000.  At December 31, 1999,  investment  securities  had a weighted  average
yield of 5.86%, and certificates of deposit had a weighted average interest rate
of 4.71%.

                                       10
<PAGE>

         Other expenses totaled $835,000 and primarily consisted of salaries and
employee benefits of $480,000 and other operating expenses of $260,000.  Some of
the most significant  amounts of other operating  expenses were for professional
fees ($92,000) and data processing fees ($27,000).

         No income tax benefit was  provided for the tax effect of the net loss,
as the  recognition  of this  benefit is  heavily  dependent  on future  taxable
income. For more information about the tax attributes of the Company at December
31, 1999, see note 6 to the consolidated financial statements.

LIQUIDITY

         The Bank must  maintain  a certain  portion of its assets in funds that
are readily  available  to pay deposit  withdrawals  and to meet  expected  loan
demands. Cash and cash equivalents totaled $4,724,000 at December 31, 1999. Cash
outflows  related  to  operations  totaled  $686,000,   while  outflows  totaled
$8,591,000 from investing  activities which were primarily  investment purchases
and  purchases of premises and  equipment.  Inflows  from  financing  activities
totaled $13,993,000 and resulted  principally from increases in deposits and the
stock sale.  For more detailed  information  about the cash sources and uses for
the period ended  December 31, 1999, see the statement of cash flows included in
the consolidated financial statements.

CAPITAL RESOURCES

         The Company and the Bank are  required to maintain  minimum  amounts of
capital to total "risk- weighted" assets, as defined by the banking  regulators.
At December 31, 1999,  the Company was required to have Tier 1 and Total Capital
to "risk-weighted"  assets ratios of 4% and 8%, respectively.  The Company's and
the Bank's ratios as of December 31, 1999 were in excess of these  requirements.
Additionally,  the  Company  and the  Bank are  required  to  maintain  a Tier 1
leverage  ratio of at least 4%. At December  31, 1999,  the  leverage  ratio was
approximately  85%. For more  information  about the actual and required capital
ratios of the Company and the Bank,  see note 12 to the  consolidated  financial
statements. While the current level of capital meets the regulatory requirements
and the Company's  current and  foreseeable  needs,  management will continue to
evaluate the capital needs of the Company as the Bank experiences growth.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements and the report of independent certified public
accountants are included in this report beginning at page F-1.

                                       11
<PAGE>

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

         For the year ended  December 31, 1999,  the  accounting  firm of Porter
Keadle Moore, LLP was our principal accountant. We had no disagreements with our
accountants  on any matters of  accounting  principle  or practices or financial
statement disclosure.


                                       12
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

ITEM 10. EXECUTIVE COMPENSATION.

         The following  table provides  information  regarding the  compensation
paid or  accrued  by us and  United  Americas  Bank for the  fiscal  year  ended
December  31, 1999,  to or on behalf of the Chief  Executive  Officer.  No other
executive officer earned greater than $100,000. Mr. Cater is referred to in this
annual report as the "Named Executive Officer."
<TABLE>
<CAPTION>

                                                                                            Long-Term
                                             Annual Compensation                           Compensation
                                 ------------------------------------------------------------------------------------
                                                                                 Securities             All
   Name and Principal Offices                                                    Underlying            Other
        Held During 1999           Year       Salary       Bonus     Other         Options           Compensation
        ----------------
                                 ---------   ----------  ------------------------------------------------------------

<S>                                <C>        <C>          <C>      <C>            <C>           <C>        <C>
Vincent D. Cater                   1999       135,000      $0.00    <F1>           25,000        $1,836.00<F2>
President and Chief Executive
Officer

---------------------------
<FN>

<F1>     Perquisites  do  not  meet  the  Securities  and  Exchange   Commission
         threshold for disclosure,  which is the lesser of $50,000 or 10% of the
         total salary and bonus for any named executive.
<F2>     Represents insurance premiums of $1,836 paid by United Americas Bank on
         behalf of Mr. Cater on a life  insurance  policy,  the  beneficiary  of
         which is the Bank.
</FN>
</TABLE>

         We have never granted restricted stock,  stock appreciation  rights, or
similar  awards to any of our  present or past  executive  officers,  other than
awards of stock  options under our 1999  Incentive  Stock Option Plan (the "1999
Plan").


                            COMPENSATION OF DIRECTORS

         Our directors do not receive any payment for attending  board meetings.
Certain members of our Board of Directors also serve as members of the Boards of
Directors of United  Americas Bank, for which they are not compensated by United
Americas Bank.

                                       13
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

         The following  table sets forth  information  concerning  stock options
granted to the Named  Executive  Officer  under the 1999 Plan during fiscal year
1999 and the  projected  value of  those  options  at  assumed  annual  rates of
appreciation.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------- --------------------------------------
                                                                                    Potential Realizable Value at
                                                                                 Assumed Annual Rates of Stock Price
                                                                                   Appreciation for Option Term<F2>
                                           Individual Grants
------------------------------------------------------------------------------- --------------------------------------
                           Number of        Percent of Total
                          Securities       Options Granted to
                      Underlying Options      Employees in        Expiration
        Name              Granted<F1>          Fiscal Year           Date              5%                10%
--------------------- -------------------- -------------------- --------------- ---------------- ---------------------

<S>                      <C>                     <C>               <C>   <C>     <C>                       <C>
Vincent D. Cater         25,000                  52.08%            09/20/09      $40,722.37                $64,843.56
--------------------- -------------------- -------------------- --------------- ---------------- ---------------------

--------------------------
<FN>

<F1> 40% of the options  were vested at the end of the first year after the date
     of grant and an additional 20% vest at each of the next three anniversaries
     of the date of grant.  The  exercise  price of the  options  is $10.00  per
     share, the fair market value on the date of grant of the options.
<F2> "Potential  Realizable  Value" is disclosed in response to SEC  regulations
     that require such disclosure for  illustration  only. The values  disclosed
     are not intended to be, and should not be interpreted  as,  representations
     or  projections  of the future  value of our  Common  Stock or of the stock
     price.  Amounts are  calculated at 5% and 10% assumed  appreciation  of the
     value of the Common Stock  (compounded  annually  over the option term) and
     are not intended to forecast actual expected future  appreciation,  if any,
     of the Common Stock. The potential  realizable value to the optionee is the
     difference  between the exercise price and the  appreciated  stock price at
     the assumed annual rates of appreciation multiplied by the number of shares
     underlying the options.
</FN>
</TABLE>

OPTION FISCAL YEAR-END VALUES

         Shown below is  information  with respect to options  exercised  during
1999 and unexercised options to purchase the Common Stock granted under the 1999
Plan to the Named Executive Officer and held by him at December 31, 1999.
<TABLE>
<CAPTION>

---------------------------- --------------------------------------------- ------------------------------------------
                                                                               Value of Unexercised in the Money
                               Number of Unexercised Options at Fiscal        Options at Fiscal Year End <F1><F2>
           Name                   Year End Exercisable/Unexercisable               Exercisable/Unexercisable
---------------------------- --------------------------------------------- ------------------------------------------
<S>                                         <C>    <C>
Vincent D. Cater                            10,000/15,000                               Not Applicable
---------------------------- --------------------------------------------- ------------------------------------------
----------------------
<FN>

<F1> Market price at time of exercise less option exercise price.
<F2>Based on  $10.00  per  share,  the last sale  price of the  Common  Stock on
February 1, 2000.
</FN>
</TABLE>

ANNUAL INCENTIVE COMPENSATION

         No annual incentive compensation was paid in 1999.

                                       14
<PAGE>

1999 STOCK INCENTIVE PLAN

         Options to acquire 48,000 shares of Common Stock were awarded under the
1999 Plan in fiscal 1999,  including  options to acquire 25,000 shares of Common
Stock awarded to Mr. Cater by the Compensation Committee.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         Our Board of Directors  held eleven  meetings  during 1999.  All of the
directors attended at least 75% of the meetings of the Board and meetings of the
committees  of the Board on which they sat that were held during their tenure as
directors.

         The Board of Directors does not have a standing  nominating  committee.
The compensation committee of the Board of Directors is comprised of all members
of the Board who are not employees of United  Americas  Bank.  The  compensation
committee makes compensation  decisions for executive officers and key employees
and administers the 1999 Plan.

         The audit  committee is comprised of five  directors and is responsible
for  recommending  the  selection  of  independent  auditors;  meeting  with the
independent  auditors  to review the scope and  results of the audit;  reviewing
with  management  and the  internal  auditor the system of internal  control and
internal audit reports; ensuring that the books, records, and external financial
reports of the Company are in  accordance  with  generally  accepted  accounting
principles;  and,  reviewing  all  reports  of  examination  made by  regulatory
authorities  and  ascertaining  that any and all  operational  deficiencies  are
satisfactorily corrected. The audit committee did not meet during 1999.


                                       15
<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.

         For purposes of  determining  the aggregate  market value of our voting
stock held by  nonaffiliates,  shares held by all our  directors  and  executive
officers  have been  excluded.  The exclusion of such shares is not intended to,
and shall not, constitute a determination as to which persons or entities may be
our "Affiliates" as defined by the SEC.

         The  following  table sets  forth as of  February  1, 2000,  beneficial
ownership  of our Common  Stock,  by each  director  or  nominee,  by each named
executive officer,  and by all directors and officers as a group. As of February
1, 2000,  there were no "persons"  (as that term is defined by the SEC) known by
us to be the  beneficial  owner of more than 5% of our Common  Stock  other than
indicated in the table below.
<TABLE>
<CAPTION>

--------------------------------------------- -------------------------------------------- ---------------------------
              Name and Address                    Number of Shares Beneficially Owned         Percentage of Total
--------------------------------------------- -------------------------------------------- ---------------------------
<S>                                                            <C>                               <C>
Vincent D. Cater                                                 10,000                               *

Salvador Diaz-Verson, Jr.                                      130,000<F1>                       10.83%

Alex E. Suarez                                                   10,200<F2>                           *

Reinaldo Pascual                                                 10,000                               *

Luis A. Caceres                                                  22,000                           1.83%

Rene M. Diaz                                                     10,300<F3>                           *

Norberto Sanchez                                                 22,500<F4>                       1.88%

Ignacio Luis Taboada                                             10,000                               *

Filiberto Prieto                                                 10,000                               *

Sam Zamarripa                                                    10,000                               *

Eduardo G. Martinez                                            102,500<F5>                        8.54%

Jorge Forment                                                     5,000<F6>                           *

All directors and officers as a group                          250,000<F7>                       20.83%

----------------------
* less than 1%
<FN>

<F1>     Includes 10,000 shares held by the John B. Amos Insurance Trust .
<F2>     Includes 100 shares held by Mr.  Suarez as  custodian  for his daughter
         and 100 shares held by Mr. Suarez as custodian for his son.
<F3>     Includes 300 shares held by Mr. Diaz as guardian to his son.
<F4>     Includes 500 shares owned by each of Mr. Sanchez's three daughters.
<F5>     Includes  100,000 shares held by Mr. Martinez jointly with his wife and
         2,500 shares held by Mr. Martinez jointly with his sister.
<F6>     Includes  3,400 shares held by Mr.  Forment  jointly with his wife, 600
         shares held in Mr. Forment's  Individual  Retirement Account, and 1,000
         shares held by Mr. Forment as trustee for his daughter.
<F7>     See notes 1, 2, 3, 4, and 6.
</FN>
</TABLE>

                                       16
<PAGE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Bank has and expects to have in the future, banking transactions in
the  ordinary  course of business  with our  directors  and  officers  and their
associates,  including  corporations  in which such  officers or  directors  are
shareholders,  directors and/or officers,  on the same terms (including interest
rates  and   collateral)  as  those   prevailing  at  the  time  for  comparable
transactions  with  unaffiliated  third  parties.  Such  transactions  have  not
involved  more  than  the  normal  risk of  collectability  or  presented  other
unfavorable features.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

         We submit  herewith  as  exhibits  to this  report on Form  10-KSB  the
exhibits  required by Item 601 of Regulation  S-B,  subject to Rule 12b-32 under
the Securities Exchange Act of 1934.

Exhibit
  NO.                       Description
-------                     -----------

3.1                        Articles   of   Incorporation   of  United   Americas
                           Bankshares,  Inc.,  as amended.  (Included as Exhibit
                           3.1 to the Company's  Registration  Statement on Form
                           SB-2, File No. 333-77593)

3.2                        Bylaws  of  United  Americas  Bankshares,   Inc.,  as
                           amended.  (Included  as Exhibit 3.2 to the  Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

4.1                        See Exhibits 3.1 and 3.2 for  provisions  of Articles
                           of Incorporation and Bylaws, as amended, which define
                           the rights of the  holders of common  stock of United
                           Americas Bankshares, Inc..

10.1                       Purchase  Agreement  for main office  property  dated
                           August 31,  1998  (Included  as  Exhibit  10.1 to the
                           Company's  Registration  Statement on Form SB-2, File
                           No. 333-77593).

10.2                       Employment  Agreement  dated May 20, 1998, as amended
                           and  restated  on  January  7,  1999,   among  United
                           Americas  Bank,   N.A.  (In   Organization),   United
                           Americas  Bankshares,  Inc.,  and  Vincent D.  Cater.
                           (Included   as   Exhibit   10.2   to  the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

10.3                       Form of United Americas Bankshares,  Inc. Organizers'
                           Warrant  Agreement  (Included  as Exhibit 10.4 to the
                           Company's  Registration  Statement on Form SB-2, File
                           No. 333-77593).

10.4                       United Americas  Bankshares 1999 Stock Incentive Plan
                           (Included   as   Exhibit   10.5   to  the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

21.0                       Subsidiaries  of  United  Americas  Bankshares,  Inc.
                           (Included   as   Exhibit   3.2   to   the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

24.0                       A Power of  Attorney  is set  forth on the  signature
                           pages to this Form 10-KSB.

27.0                       Financial Data Schedule (for SEC use only)

(b)  Reports on Form 8-K:

None.


                                       17
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

Report of Independent Certified Public Accounts                        F-1
Consolidated Balance Sheet - December 31, 1999                         F-2
Consolidated Statement of Operations                                   F-3
  for the Year Ended December 31, 1999
Consolidated Statement of Comprehensive Loss                           F-4
  for the Year Ended December 31, 1999
Consolidated Statement of Changes in Shareholders' Equity              F-5
   for the Year Ended December 31, 1999
Consolidated Statement of Cash Flows                                   F-6
   for the Year Ended December 31, 1999
Notes to Consolidated Financial Statements                             F-7


                                     F-(i)
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





To the Board of Directors
United Americas Bankshares, Inc.

We have audited the accompanying  consolidated  balance sheet of United Americas
Bankshares,  Inc.  and  subsidiary  as of  December  31,  1999,  and the related
consolidated   statements  of  operations,   comprehensive   loss,   changes  in
shareholders' equity, and cash flows for the year ended December 31, 1999. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of United  Americas
Bankshares, Inc. and subsidiary as of December 31, 1999 and the results of their
operations  and  their  cash  flows  for the year  ended  December  31,  1999 in
conformity with generally accepted accounting principles.


                                         /s/ PORTER KEADLE MOORE, LLP



Atlanta, Georgia
February 25, 2000




                                      F-1
<PAGE>

                         UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

                                   Consolidated Balance Sheet

                                        December 31, 1999
<TABLE>
<CAPTION>
                                             Assets
                                             ------


<S>                                                                                <C>
Cash and due from banks                                                            $    333,512
Federal funds sold                                                                    4,390,000
                                                                                   ------------

   Cash and cash equivalents                                                          4,723,512

Investment securities available for sale                                              6,720,689
Other investments                                                                       330,000
Loans, net                                                                              147,846
Premises and equipment, net                                                           1,343,329
Accrued interest receivable and other assets                                            132,466
                                                                                   ------------

                                                                                   $ 13,397,842
                                                                                   ============

                              Liabilities and Shareholders' Equity
                              ------------------------------------
Deposits:
   Noninterest-bearing demand                                                      $    523,466
   Interest-bearing demand                                                              116,657
   Savings                                                                              705,483
   Time                                                                                 415,166
   Time over $100,000                                                                   952,012
                                                                                   ------------

       Total deposits                                                                 2,712,784

Accrued interest payable and other liabilities                                           41,673
                                                                                   ------------

       Total liabilities                                                              2,754,457
                                                                                   ------------

Commitments

Shareholders' equity:
  Preferred stock, no par value, 1,500,000 shares authorized;
   no shares issued and outstanding                                                        --

  Common stock, no  par value, 5,000,000 shares authorized;
   1,200,000 shares issued and outstanding                                                 --
  Additional paid-in capital                                                         11,535,961
  Accumulated deficit                                                                  (855,427)
  Accumulated other comprehensive loss                                                  (37,149)
                                                                                   ------------

       Total shareholders' equity                                                    10,643,385
                                                                                   ------------

                                                                                   $ 13,397,842
                                                                                   ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                              F-2
<PAGE>


            United Americas Bankshares, Inc. and Subsidiary

                  Consolidated Statement of Operations

                  for the Year Ended December 31, 1999



Interest income:
  Interest and fees on loans                               $     2,140
  Interest on investment securities                             87,911
  Interest on other investments                                 17,596
  Interest on interest-bearing deposits                         67,642
  Interest on federal funds sold                                63,291
                                                           -----------

           Total interest income                               238,580
                                                           -----------

Interest expense:
  Interest on deposits                                          17,092
  Interest expense on borrowings                                61,405
                                                           -----------

           Total interest expense                               78,497
                                                           -----------

           Net interest income                                 160,083
                                                           -----------

Other income:
  Service charges on deposit accounts                            3,519
  Other                                                          1,375
                                                           -----------

           Total other income                                    4,894
                                                           -----------

Other expenses:
  Salaries and employee benefits                               480,334
  Occupancy and equipment                                       94,289
  Other operating                                              260,265
                                                           -----------

           Total other expenses                                834,888
                                                           -----------

           Net loss                                        $  (669,911)
                                                           ===========

  Net loss per share                                       $      (.56)
                                                           ===========

  Outstanding shares                                         1,200,000
                                                           ===========



See accompanying notes to consolidated financial statements.


                                  F-3
<PAGE>

                     United Americas Bankshares, Inc. and Subsidiary

                       Consolidated Statement of Comprehensive Loss

                           for the Year Ended December 31, 1999

<TABLE>
<CAPTION>

<S>                                                                           <C>
Net loss                                                                      $(669,911)
                                                                              ---------

Other comprehensive loss:
   Unrealized holding losses on investment securities
     available for sale                                                         (56,286)

   Income tax benefit related to unrealized holding losses
      on investment securities available for sale                                19,137
                                                                              ---------

         Total other comprehensive loss, net of tax                             (37,149)
                                                                              ---------

         Total comprehensive loss                                             $(707,060)
                                                                              =========
</TABLE>







See accompanying notes to consolidated financial statements.

                                           F-4
<PAGE>
<TABLE>
<CAPTION>

                                     United Americas Bankshares, Inc. and Subsidiary

                                Consolidated Statement of Changes in Shareholders' Equity

                                           for the Year Ended December 31, 1999


                                                                                          Accumulated
                                                                                             Other
                                       Common            Additional       Accumulated    Comprehensive
                                        Stock         Paid-in Capital        Deficit           Loss               Total
                                       ---------      ---------------     -----------    --------------        -----------
<S>                                     <C>              <C>                 <C>              <C>              <C>
Balance, December 31, 1998              $   --                --             (185,516)           --              (185,516)

Proceeds from stock offering,
   net of offering costs of
$ 464,039                                   --           11,535,961            --                  --           11,535,961
Change in unrealized loss on
   securities available for sale            --                --              (37,149)        (37,149)
Net loss                                    --                --             (669,911)           --              (669,911)
                                        ---------        -----------         --------         --------          ---------

Balance, December 31, 1999              $   --           11,535,961          (855,427)        (37,149)         10,643,385
                                        ========         ==========          ========         =======          ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                           F-5
<PAGE>

                             United Americas Bankshares, Inc. and Subsidiary

                                   Consolidated Statement of Cash Flows

                                   for the Year Ended December 31, 1999

<TABLE>
<CAPTION>
Cash flows from operating activities:
<S>                                                                                        <C>
     Net loss                                                                              $   (669,911)
     Adjustments to reconcile net loss to net cash used by operating activities:
       Depreciation, amortization and accretion                                                  (4,201)
       Change in:
         Accrued interest receivable and other assets                                           (53,135)
         Accrued interest payable and other liabilities                                          41,673
                                                                                           ------------

                Net cash used by operating activities                                          (685,574)
                                                                                           ------------

Cash flows from investing activities:
     Proceeds from calls and maturities of investment securities available for sale               8,933
     Purchases of investment securities available for sale                                   (6,767,024)
     Purchases of other investments                                                            (330,000)
     Net change in loans                                                                       (147,846)
     Purchase of premises and equipment                                                      (1,354,932)
                                                                                           ------------

                Net cash used by investing activities                                        (8,590,869)
                                                                                           ------------

Cash flows from financing activities:
     Net change in deposits                                                                   2,712,784
     Repayment of organization loan                                                            (255,347)
     Proceeds from the sale of common stock, net of offering costs of $464,039               11,535,961
                                                                                           ------------

                Net cash provided by financing activities                                    13,993,398
                                                                                           ------------

                Net change in cash and cash equivalents                                       4,716,955

Cash and cash equivalents at beginning of year                                                    6,557
                                                                                           ------------

Cash and cash equivalents at end of year                                                   $  4,723,512
                                                                                           ============

Supplemental schedule of noncash investing and financing activities:
     Change in unrealized loss on investment
       securities available for sale, net of tax                                           $    (37,149)
                                                                                           ============

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest                                                $     67,924
                                                                                           ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                                   F-6
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation
        ---------------------
        The  consolidated  financial  statements  include the accounts of United
        Americas   Bankshares,   Inc.  (the  "Company")  and  its  wholly  owned
        subsidiary,  United  Americas  Bank (the  "Bank").  The  Company  raised
        $12,000,000  through an  offering of its stock at $10 per share of which
        $11,000,000 was used to capitalize the Bank. The Company was reported as
        a  development  stage  company  through June 30, 1999.  All  significant
        intercompany   accounts  and   transactions   have  been  eliminated  in
        consolidation.

        The Bank  commenced  business on September  20, 1999 upon receipt of its
        banking  charter from the Office of  Comptroller  of the  Currency  (the
        "OCC").  The  Bank is  primarily  regulated  by the OCC and the  Federal
        Deposit  Insurance  Corporation and undergoes  periodic  examinations by
        these  regulatory  agencies.  The  Company is  regulated  by the Federal
        Reserve  Bank and also is subject  to  periodic  examinations.  The Bank
        provides  a full  range of  commercial  and  consumer  banking  services
        throughout the Fulton County area in Georgia.

        The accounting  principles followed by the Company and the Bank, and the
        methods of applying these  principles,  conform with generally  accepted
        accounting principles ("GAAP") and with general practices in the banking
        industry. In preparing the financial statements in conformity with GAAP,
        management is required to make estimates and assumptions that affect the
        reported  amounts in the  financial  statements.  Actual  results  could
        differ significantly from these estimates.  Material estimates common to
        the banking  industry that are  particularly  susceptible to significant
        change  in  the  near  term  include,   but  are  not  limited  to,  the
        determination  of the allowance  for loan losses,  the valuation of real
        estate  acquired in connection  with or in lieu of foreclosure on loans,
        and valuation allowances associated with the realization of deferred tax
        assets, which are based on future taxable income.

        Investment Securities
        ---------------------
        The  Company  classifies  its  investment  securities  in one  of  three
        categories:  trading,  available for sale, or held to maturity.  Trading
        securities  are bought and held  principally  for the purpose of selling
        them in the near term. Held to maturity  securities are those securities
        for which the Company has the ability and intent to hold until maturity.
        All  securities  not  included  in  trading  or  held  to  maturity  are
        classified as available  for sale.  At December 31, 1999,  there were no
        trading or held to maturity securities.

        Available  for sale  securities  are  recorded  at fair  value.  Held to
        maturity  securities are recorded at cost, adjusted for the amortization
        or  accretion of premiums or  discounts.  Unrealized  holding  gains and
        losses, net of the related tax effect, on securities  available for sale
        are excluded from  earnings and are reported as a separate  component of
        shareholders'  equity until  realized.  Transfers of securities  between
        categories are recorded at fair value at the date of transfer.

        A  decline  in the  market  value of any  available  for sale or held to
        maturity  security  below cost that is deemed  other than  temporary  is
        charged to operations and establishes a new cost basis for the security.

        Premiums and  discounts  are  amortized or accreted over the life of the
        related  securities  as  adjustments  to the yield.  Realized  gains and
        losses  for  securities  classified  as  available  for sale and held to
        maturity  are  included in earnings  and are derived  using the specific
        identification method for determining the cost of securities sold.

        Other Investments
        -----------------
        Other  investments  include  Federal Reserve Bank stock and other equity
        securities with no readily  determinable  fair value.  These investments
        are carried at cost, which approximates fair value.


                                      F-7
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        Loans and Allowance for Loan Losses
        -----------------------------------
        Loans are stated at principal  amount  outstanding  net of allowance for
        loan losses.  Unearned  interest on  discounted  loans is  recognized as
        income over the term of the loans using a method  which  approximates  a
        level yield.  Interest on other loans is  calculated by using the simple
        interest method on daily balances of the principal amount outstanding.

        A loan is considered  impaired when,  based on current  information  and
        events, it is probable that all amounts due according to the contractual
        terms of the loan  agreement  will not be collected.  Impaired loans are
        measured  based on the  present  value of  expected  future  cash  flows
        discounted  at the  loan's  effective  interest  rate,  or at the loan's
        observable  market price,  or at the fair value of the collateral of the
        loan  if the  loan is  collateral  dependent.  Accrual  of  interest  is
        discontinued  on a loan  when  management  believes,  after  considering
        economic  and  business  conditions  and  collection  efforts,  that the
        borrower's  financial  condition is such that  collection of interest is
        doubtful.

        The  allowance  for loan losses is  established  through a provision for
        loan losses charged to expense.  Loans are charged against the allowance
        for loan losses when management  believes that the collectibility of the
        principal is unlikely.  The allowance  represents  an amount  which,  in
        management's  judgment,  will be adequate to absorb  probable  losses on
        existing loans that may become uncollectible.

        Management's  judgment in  determining  the adequacy of the allowance is
        based on evaluations of the  collectibility of loans.  These evaluations
        take into consideration such factors as changes in the nature and volume
        of the loan portfolio,  current economic  conditions that may affect the
        borrower's  ability  to pay,  overall  portfolio  quality  and review of
        specific problem loans.

        Management  believes  no  allowance  for loan  losses  is  necessary  at
        December  31, 1999.  While  management  uses  available  information  to
        recognize  losses on loans,  future  additions to the  allowance  may be
        necessary based on changes in economic conditions. In addition,  various
        regulatory  agencies,  as an integral part of their examination process,
        periodically  review the Bank's allowance for loan losses. Such agencies
        may require the Bank to recognize  additions to the  allowance  based on
        judgments different than those of management.

        Premises and Equipment
        ----------------------
        Premises and equipment are stated at cost less accumulated depreciation.
        Depreciation  is  provided  using  the  straight-line  method  over  the
        estimated  useful lives of the assets.  Major additions and improvements
        are charged to the asset accounts while  maintenance and repairs that do
        not  improve  or extend the  useful  lives of the  assets  are  expensed
        currently.

        Depreciation expense is computed using the straight-line method over the
        following estimated useful lives:

                  Buildings and improvements                  15 - 40 years
                  Furniture and equipment                      5 - 10 years

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

                                      F-8
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

        Income Taxes, continued
        -----------
        In the event the future tax  consequences  of  differences  between  the
        financial   reporting  bases  and  the  tax  bases  of  the  assets  and
        liabilities  results  in  deferred  tax  assets,  an  evaluation  of the
        probability  of being able to realize the future  benefits  indicated by
        such asset is  required.  A  valuation  allowance  is  provided  for the
        portion of the  deferred  tax asset when it is more likely than not that
        some portion or all of the  deferred tax asset will not be realized.  In
        assessing  the  realizability  of the  deferred  tax assets,  management
        considers the scheduled reversals of deferred tax liabilities, projected
        future taxable income, and tax planning strategies.

        Net Loss Per Share
        ------------------
        Net loss per  share is based on the  weighted  average  number of common
        shares  outstanding  during the period  while the  effects of  potential
        common  shares  outstanding  during the period are  included  in diluted
        earnings per share.

        For 1999,  net loss per share is  calculated by dividing net loss by the
        number of common shares sold in the initial public  offering,  which are
        considered outstanding for all periods presented.  The Company currently
        has no dilutive common stock instruments due to the net loss.

        Recent Accounting Pronouncements
        --------------------------------
        In 1998, the Financial  Accounting  Standards Board issued  Statement of
        Financial   Accounting  Standards  ("SFAS")  No.  133,  "Accounting  for
        Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
        accounting  and  reporting  standards  for  hedging  activities  and for
        derivative  instruments  including  derivative  instruments  embedded in
        other contracts.  It requires the fair value  recognition of derivatives
        as assets or  liabilities  in the financial  statements.  This statement
        will become  effective for the Company during the quarter ended June 30,
        2000,  and initial  application  of the statement must be made as of the
        beginning of the quarter. At the date of initial application,  an entity
        may transfer any held-to-maturity  security into the  available-for-sale
        or trading  categories without calling into question the entity's intent
        to hold other securities to maturity in the future. The Company believes
        the adoption of this  statement  will not have a material  impact on its
        financial position, results of operations or liquidity.

(2)      INVESTMENT SECURITIES

        Investment  securities  available  for sale at December  31, 1999 are as
follows:

<TABLE>
<CAPTION>
                                                               Gross           Gross          Estimated
                                              Amortized     Unrealized      Unrealized          Fair
                                                Cost           Gains          Losses            Value
                                                ----           -----          ------            -----
<S>                                          <C>                                <C>           <C>
          U.S. Government agencies           $5,794,455          --             47,556        5,746,899
           Mortgage-backed securities           982,520          --              8,730          973,790
                                             ----------        ------        ---------        ---------

                                             $6,776,975          --             56,286        6,720,689
                                             ==========        ======        =========        =========
</TABLE>


                                      F-9
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(2)     Investment Securities, Continued
        --------------------
        The amortized cost and estimated fair value of investment  securities at
        December 31, 1999, by contractual  maturity,  are shown below.  Expected
        maturities will differ from  contractual  maturities  because  borrowers
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.
<TABLE>
<CAPTION>

                                                                   Amortized        Estimated
                                                                     Cost          Fair Value
                                                                     ----          ----------
        <S>                                                     <C>                   <C>
        U.S. Government agencies:
               Within 1 year                                   $  1,988,478          1,981,726
               1 to 5 years                                       3,805,977          3,765,173
                                                                  ----------------------------

                                                                  5,794,455          5,746,899
        Mortgage-backed securities                                  982,520            973,790
                                                                 ----------         ----------

                                                               $  6,776,975          6,720,689
                                                                  =========          =========
</TABLE>

        There were no sales of securities available for sale during 1999.

(3)       LOANS

         Major  classifications  of loans at December 31, 1999 are summarized as
         follows:

         Commercial, financial and agricultural                   $   31,861
         Real estate - mortgage                                       64,800
         Consumer                                                     51,185
                                                                     -------

                                                                     147,846
         Less allowance for loan losses                                 -
                                                                     -------

                                                                  $  147,846
                                                                     =======
        The Bank grants  loans and  extensions  of credit to  individuals  and a
        variety of businesses and corporations located in its general trade area
        of the City of Atlanta, Fulton County, Georgia and adjoining counties.

(4)     PREMISES AND EQUIPMENT

        Major classifications of premises and equipment at December 31, 1999 are
        summarized as follows:

         Land                                                      $   550,000
         Building and improvements                                     485,843
         Furniture and equipment                                       207,445
         Construction in progress                                      114,724
                                                                      --------

                                                                     1,358,012
         Less accumulated depreciation                                  14,683
                                                                     ---------

                                                                   $ 1,343,329
                                                                     =========

         Depreciation expense amounted to $14,683 in 1999.

(5)      DEPOSITS

        At December 31, 1999 all time deposits mature in 2000.



                                      F-10
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(6)    INCOME TAXES

        At December  31, 1999,  the Company had federal and state net  operating
        loss  carryforwards  of  approximately   $307,000,   which  will  expire
        beginning in 2013 if not utilized.  No income tax expense or benefit was
        recorded  for  the  year  ended  December  31,  1999  due to  this  loss
        carryforward.

        The following  summarizes  the  components of deferred taxes at December
        31, 1999.

<TABLE>
<CAPTION>
           <S>                                                                                             <C>
           Deferred income tax assets:
               Pre-opening expenses                                                                        $ 192,453
               Unrealized loss on securities available for sale                                               19,137
               Operating loss carryforwards                                                                  104,273
                                                                                                             -------

                   Total gross deferred income tax assets                                                    315,863

           Deferred income tax liabilities, attributable to
               premises and equipment                                                                         (6,652)
                                                                                                           ---------

                   Total gross deferred income tax liabilities                                               309,211

           Less valuation allowance                                                                         (290,074)
                                                                                                             -------

           Net deferred tax asset                                                                         $   19,137
                                                                                                            ========
</TABLE>

        The future tax  consequences  of the  differences  between the financial
        reporting and tax basis of the Company's assets and liabilities resulted
        in a net deferred tax asset. A valuation  allowance was  established for
        the net deferred tax asset,  as the  realization  of these  deferred tax
        assets is dependent on future taxable income.

(7)      OTHER OPERATING EXPENSES

        Significant  components of other  operating  expenses in excess of 1% of
        interest  and other  income for the year ended  December 31, 1999 are as
        follows:

                         Professional fees                         $ 91,873
                         Data processing                             27,176

(8)      LINES OF CREDIT

        At  December  31,  1999,  the Bank had unused  lines of credit  totaling
        $6,000,000  which represents  credit available for overnight  borrowings
        from financial institutions.

(9)      COMMITMENTS

        The Bank 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  include  commitments to extend
        credit and standby  letters of credit.  Those  instruments  involve,  to
        varying  degrees,  elements  of  credit  risk in  excess  of the  amount
        recognized in the consolidated balance sheet. The contractual amounts of
        those  instruments  reflect  the extent of  involvement  the Bank has in
        particular classes of financial instruments.

        The Bank's exposure to credit loss in the event of nonperformance by the
        other party to the financial instrument for commitments to extend credit
        and standby letters of credit is represented by the  contractual  amount
        of those  instruments.  The Bank uses the same credit policies in making
        commitments and conditional  obligations as it does for on-balance-sheet
        instruments.  In most cases,  the Bank  requires  collateral  to support
        financial  instruments  with credit risk. At December 31, 1999, the Bank
        has  commitments to extend credit of $15,000,  but no standby letters of
        credit.

                                      F-11
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(10)    EMPLOYEE AND DIRECTOR BENEFIT PLANS

        In connection with the Company formation and initial  offering,  190,000
        warrants to purchase  common  stock were issued to the  organizers.  The
        warrants  will  be  exercisable  for a  period  of ten  years  following
        issuance,  but no later than three  months  after  ceasing to serve as a
        director, at the initial offering price of $10 per share.

        During 1999, the Company  adopted the 1999 Stock Incentive Plan covering
        up to  50,000  shares  of the  Company's  common  stock.  This  Plan  is
        administered  by a committee of the Board of Directors  and provides for
        the granting of options to purchase  shares of common stock to officers,
        directors and key employees of the Company.  The exercise  price of each
        option  granted  under the Plan  will not be less  than the fair  market
        value of the shares of common stock subject to the option on the date of
        grant  as  determined  by  the  Board  of  Directors.  Options  will  be
        exercisable  in whole or in part upon such terms as may be determined by
        the committee.  Options generally vest ratably over a period of three to
        five years and expire ten years after the date of grant.

        During 1999, the Company granted options to acquire 48,000 shares at $10
        per share.  All of these options were  outstanding at December 31, 1999,
        and  options  for 10,000  shares  were  exercisable  at that  date.  The
        weighted  average  grant-date  fair value of options granted in 1999 was
        $3.27. Such options have a weighted average  remaining  contractual life
        of approximately 9.73 years as of December 31, 1999.

        The Company is encouraged,  but not required,  to compute the fair value
        of  options  at the  date  of  grant  and to  recognize  such  costs  as
        compensation  expense  immediately  if there  is no  vesting  period  or
        ratably over the vesting  period of the options.  The Company has chosen
        not  to  adopt  the  cost  recognition  principles,   and  therefore  no
        compensation  expense has been  recognized  in 1999 related to its stock
        option plans. Had compensation  cost been determined based upon the fair
        value of the options at the grant dates,  the Company's net loss and net
        loss per share  would  have  been  increased  to the pro  forma  amounts
        indicated below for the year ended December 31, 1999:

           NET LOSS
                As reported                                         $ (669,911)
                Pro forma                                           $ (702,611)

           BASIC LOSS PER SHARE
                As reported                                         $    (0.56)
                Pro forma                                           $    (0.59)

        The fair value of each  option is  estimated  on the date of grant using
        the Minimum  Value pricing  model with the  following  weighted  average
        assumptions: dividend yield of 0%; risk free interest rate of 6%, and an
        expected life of seven years.



                                      F-12
<PAGE>

                 UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(11)    RELATED PARTY TRANSACTIONS

        The Bank conducts  transactions  with directors and officers,  including
        companies in which they have a beneficial interest, in the normal course
        of business.  It is the Bank's policy to comply with federal regulations
        that  require  the  Bank to make  loan  and  deposit  transactions  with
        directors  and  executive  officers on  substantially  the same terms as
        those  prevailing at the time made for comparable  loans and deposits to
        other  persons.  As of  December  31,  1999,  deposits  from  directors,
        executive officers, and their related interests aggregated approximately
        $454,000, and loans totaling $9,850 were outstanding to related parties.
        These loans were made and  deposits  were taken in the normal  course of
        business at market interest rates.

(12)    REGULATORY MATTERS

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

        Quantitative  measures  established  by  regulation  to  ensure  capital
        adequacy  require the Company and the Bank to maintain  minimum  amounts
        and ratios  (set forth in the table  below) of Total  Capital and Tier 1
        Capital  (as defined in the  regulations)  to  risk-weighted  assets (as
        defined),  and  of  Tier 1  Capital  to  average  assets  (as  defined).
        Management  believes,  as of December 31, 1999, that the Company and the
        Bank meet all capital adequacy requirements to which they are subject.

        As of December 31, 1999, the most recent  notification  from the Federal
        Deposit Insurance  Corporation  categorized the Bank as well capitalized
        under the  regulatory  framework  for prompt  corrective  action.  To be
        categorized  as well  capitalized  the Bank must maintain  minimum total
        risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in
        the table.  There are no  conditions  or events since that  notification
        that management believes have changed the Bank's category.

        The actual  capital  amounts and ratios are also  presented in the table
        below.  At December 31,  1999,  consolidated  amounts do not  materially
        differ from Bank-only capital amounts and ratios.
<TABLE>
<CAPTION>

                                                                                                     To Be Well
                                                                                                  Capitalized Under
                                                                           for Capital            Prompt Corrective
                                                      Actual            Adequacy Purposes         Action Provisions
                                                ------------------     ------------------        ------------------
                                                Amount       Ratio     Amount       Ratio        Amount       Ratio
                                                ------       -----     ------       -----        ------       -----
                                                                     (Dollars in Thousands)
    <S>                                       <C>           <C>          <C>         <C>            <C>       <C>
    As of December 31, 1999:
          Total Capital
              (to Risk-Weighted Assets)       $ 10,364      248%         335         8%             418       10%
          Tier 1 Capital
              (to Risk-Weighted Assets)       $ 10,364      248%         167         4%             251        6%
          Tier 1 Capital
              (to Average Assets)             $ 10,364       85%         488         4%             610        5%
</TABLE>

        Dividends paid by the Bank are the primary source of funds  available to
        the Company.  Banking regulations limit the amount of dividends that may
        be paid without  prior  approval of the  regulatory  authorities.  These
        restrictions are based on the level of regulatory classified assets, the
        prior  years'  net  earnings,  and the ratio of equity  capital to total
        assets.  The Bank is  currently  not  allowed  to pay  dividends  to the
        Company until it becomes cumulatively profitable.



                                      F-13
<PAGE>

                            UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

                         Notes to Consolidated Financial Statements, Continued


(13)    UNITED AMERICAS BANKSHARES (PARENT COMPANY ONLY) FINANCIAL INFORMATION

                                                      Balance Sheet

                                                    December 31, 1999

                                                          Assets
                                                          ------
<TABLE>
<CAPTION>

          <S>                                                                            <C>
          Cash and interest-bearing deposits                                             $    316,064

          Investment in United Americas Bank                                               10,327,321
                                                                                         ------------

                                                                                         $ 10,643,385

                                             Liabilities and Shareholders' Equity
                                             ------------------------------------

          Shareholders' equity                                                           $ 10,643,385
                                                                                         ============



                                                   Statement of Operations

                                             For the Year Ended December 31, 1999

          Interest income                                                                $     67,642

          Interest expense                                                                     28,404
                                                                                         ------------

          Net interest income                                                                  39,238
                                                                                         ------------

          Expenses:
             Salaries and employee benefits                                                    67,364
             Other operating                                                                    6,255
                                                                                         ------------

          Total expenses                                                                       73,619
                                                                                         ------------

          Loss before equity in undistributed loss of subsidiary                              (34,381)

          Equity in undistributed loss of subsidiary                                         (635,530)
                                                                                         ------------

          Net loss                                                                       $   (669,911)
                                                                                         ============
</TABLE>



                                                 F-14
<PAGE>

                              UNITED AMERICAS BANKSHARES, INC. AND SUBSIDIARY

                          Notes to Consolidated Financial Statements, Continued

(13)    United Americas Bankshares (Parent Company Only) Financial Information,
        Continued
<TABLE>
<CAPTION>
                                                  Statement of Cash Flows

                                            For the Year Ended December 31, 1999
          <S>                                                                                      <C>
          Cash flows from operating activities:
            Net loss                                                                               $   (669,911)
            Adjustments to reconcile net loss to net cash provided by operating activities:
               Equity in undistributed loss of subsidiary                                               635,530
               Change in other assets                                                                    63,274
                                                                                                   ------------

                               Net cash provided by operating activities                                 28,893
                                                                                                   ------------

          Net cash used by investing activities, consisting of
            capital infusion into subsidiary                                                        (11,000,000)
                                                                                                   ------------

          Cash flows from financing activities, consisting of:
            Proceeds from sale of common stock, net of offering costs of $464,039                    11,535,961
              Net change in organization loan                                                          (255,347)
                                                                                                   ------------

                          Net cash provided by financing activities                                  11,280,614
                                                                                                   ------------

                          Net increase in cash                                                          309,507

          Cash at beginning of year                                                                       6,557
                                                                                                   ------------

          Cash at end of year                                                                      $    316,064
                                                                                                   ============

          Supplemental schedule of noncash financing and investing activities:
            Change in net unrealized loss on securities
              available for sale of subsidiary, net of tax                                         $     37,149
                                                                                                   ============
            Transfer of assets to the Bank                                                         $      3,080
                                                                                                   ============

          Supplemental disclosures of cash flow information:
            Cash paid during the year for interest                                                 $     28,404
                                                                                                   ============
</TABLE>

                                                      F-15




<PAGE>


                                   SIGNATURES


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

                                  UNITED AMERICAS BANKSHARES, INC.
                                           (REGISTRANT)


                                  By: _______________________________
                                        Vincent D. Cater
                                        President and Chief Executive Officer
Dated:  March ___, 2000

                        POWER OF ATTORNEY AND SIGNATURES

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Vincent D. Cater and Jorge Forment,  or
each of them, his  attorney-in-fact,  each with full power of substitution,  for
him in his  name,  place  and  stead,  in any and all  capacities,  to sign  any
amendments  to this Report on Form 10-KSB,  and to file the same,  with exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  and hereby  ratifies  and  confirms all that each of said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of
1934,  this  Report has been  signed by the  following  persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


         SIGNATURE                                TITLE                                 DATE
<S>                                   <S>                                              <C>


/s/ Salvador Diaz-Verson, Jr.         Chairman of the Board of Directors               March 30, 2000
Salvador Diaz-Verson, Jr.

/s/ Vincent D. Cater                  President, Chief Executive Officer, and          March 30, 2000
Vincent D. Cater                      Director (principal executive officer)

/s/ Jorge Forment                     Senior Vice President and Chief Financial
Jorge Forment                         Officer (principal accounting and
                                      financial officer)                               March 30, 2000

/s/ Reinaldo Pascual                  Director and Secretary                           March 30, 2000
Reinaldo Pascual

/s/ Alex E. Suarez                    Vice Chairman and Director                       March 30, 2000
Alex E. Suarez

/s/ Luis A. Caceres                   Director                                         March 30, 2000
Luis A. Caceres



/s/ Rene M. Diaz                      Director                                         March 30, 2000
Rene M. Diaz

/s/ Filiberto Prieto                  Director                                         March 30, 2000
Filiberto Prieto

/s/ Norberto Sanchez                  Director                                         March 30, 2000
Norberto Sanchez

/s/ Ignacio Luis Taboada              Director                                         March 30, 2000
Ignacio Luis Taboada

/s/ Sam Zamarripa                     Director                                         March 30, 2000
Sam Zamarripa
</TABLE>




<PAGE>


                                                               EXHIBIT INDEX



Exhibit
    NO.                    DESCRIPTION
--------                   -----------

3.1                        Articles   of   Incorporation   of  United   Americas
                           Bankshares,  Inc.,  as amended.  (Included as Exhibit
                           3.1 to the Company's  Registration  Statement on Form
                           SB-2, File No. 333-77593)

3.2                        Bylaws  of  United  Americas  Bankshares,   Inc.,  as
                           amended.  (Included  as Exhibit 3.2 to the  Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

4.1                        See Exhibits 3.1 and 3.2 for  provisions  of Articles
                           of Incorporation and Bylaws, as amended, which define
                           the rights of the  holders of common  stock of United
                           Americas Bankshares, Inc..

10.1                       Purchase  Agreement  for main office  property  dated
                           August 31,  1998  (Included  as  Exhibit  10.1 to the
                           Company's  Registration  Statement on Form SB-2, File
                           No. 333-77593).

10.2                       Employment  Agreement  dated May 20, 1998, as amended
                           and  restated  on  January  7,  1999,   among  United
                           Americas  Bank,   N.A.  (In   Organization),   United
                           Americas  Bankshares,  Inc.,  and  Vincent D.  Cater.
                           (Included   as   Exhibit   10.2   to  the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

10.3                       Form of United Americas Bankshares,  Inc. Organizers'
                           Warrant  Agreement  (Included  as Exhibit 10.4 to the
                           Company's  Registration  Statement on Form SB-2, File
                           No. 333-77593).

10.4                       United Americas  Bankshares 1999 Stock Incentive Plan
                           (Included   as   Exhibit   10.5   to  the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

21.0                       Subsidiaries  of  United  Americas  Bankshares,  Inc.
                           (Included   as   Exhibit   3.2   to   the   Company's
                           Registration   Statement  on  Form  SB-2,   File  No.
                           333-77593).

24.0                       A Power of  Attorney  is set  forth on the  signature
                           pages to this Form 10-KSB.

27.0                       Financial Data Schedule (for SEC use only)