UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      Annual Report Pursuant to Section 13 or15(d) of the Securities Exchange
         Act of 1934 for the Fiscal Year December 31, 1999

                                       or

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Transition Period
         from ___________ to ________________

                        Commission file number 333-81551

                  Lehigh Acres First National Bancshares, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Florida                                        65-0921046
--------------------------------            -----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

1300 Homestead Road N.
Lehigh Acres,  Florida                                         33936
---------------------------------                     --------------------
(Address of principal executive offices)                     (Zip Code)

                                  941-368-1190
                             -----------------------
                               (Telephone Number)

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

        Securities registered pursuant to Section 12(g) of the Act: None


         Check whether the issuer (1) 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 past 90 days.

Yes    X          No
    --------         -----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B 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]

         The issuer's loss for its most recent  fiscal year was $214,266.  As of
March 15, 2000, 18,000 shares of Common Stock were issued and outstanding.

         No shares of Common Stock were held by non-affiliates of the Company on
March 15, 2000.

 Transitional Small Business Disclosure Format.  (Check one):  Yes      No   X
                                                               ----    -----

               DOCUMENTS INCORPORATED BY REFERENCE

                              None

<PAGE>


Item 1.    Description of Business

         This  Report  contains  statements  which  constitute   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
the  Securities  Exchange  Act of  1934.  These  statements  are  based  on many
assumptions  and estimates and are not  guarantees  of future  performance.  Our
actual results may differ materially from those projected in any forward-looking
statements,  as they will  depend on many  factors  about  which we are  unsure,
including many factors which are beyond our control.  The words "may,"  "would,"
"could,"  "will,"  "expect,"  "anticipate,"  "believe,"  "intend,"  "plan,"  and
"estimate,"  as  well  as  similar  expressions,  are  meant  to  identify  such
forward-looking  statements.  Potential risks and uncertainties include, but are
not limited to:

o        significant  increases  in  competitive  pressure  in the  banking  and
         financial services industries;

o        changes in the interest rate environment which could reduce anticipated
         or actual margins;

o        changes  in  political  conditions  or the  legislative  or  regulatory
         environment;

o        general  economic  conditions,  either  nationally  or  regionally  and
         especially  in primary  service  area,  becoming  less  favorable  than
         expected  resulting in, among other things,  a deterioration  in credit
         quality;

o        changes occurring in business conditions and inflation;

o        changes in technology;

o        changes in monetary and tax policies;

o        changes in the securities markets; and

o        other risks and uncertainties detailed from time to time in our filings
         with the Securities and Exchange Commission.

General

         We  incorporated  Lehigh Acres First  National  Bancshares as a Florida
corporation  on May 19, 1999  primarily to function as a holding  company to own
and control all of the capital  stock of Lehigh Acres First  National  Bank.  We
initially will engage in no business other than owning and managing the bank.

         We have chosen this  holding  company  structure  because we believe it
will  provide  flexibility  that would not  otherwise be  available.  Subject to
Federal Reserve Board debt guidelines,  the holding company structure can assist
the bank in  maintaining  its required  capital  ratios by  borrowing  money and
contributing  the  proceeds  to the bank as  primary  capital.  Additionally,  a
holding  company may engage in certain  non-banking  activities that the Federal
Reserve  Board has deemed to be closely  related to banking.  Although we do not
presently intend to engage in other activities,  we will be able to do so with a
proper  notice or filing to the  Federal  Reserve if we believe  that there is a
need for these  services  in our market area and that such  activities  could be
profitable.

         We are  organizing  the bank as a  national  bank under the laws of the
United States and, subject to regulatory  approval,  will engage in a commercial
and  consumer-banking  business with deposits  insured by the FDIC. The bank may
not commence business until the Office of the Comptroller of the Currency issues
a charter for the bank and the FDIC grants deposit insurance to the bank.


                                       2
<PAGE>


Status of Organization

         We are currently  conducting an initial  public  offering of our common
stock.  We must raise at least  $6,000,000  to complete  our  offering  and open
Lehigh Acres First  National  Bank.  On June 26, 1998 our  directors  filed,  as
organizers,  an application  with the Office of the  Comptroller of the Currency
for  permission to operate a national bank and an  application  with the Federal
Deposit  Insurance  Corporation  for deposit  insurance.  On March 30, 1999, the
Office  of the  Comptroller  of  the  Currency  issued  an  order  preliminarily
approving  the  charter of the bank with  conditions,  including  the receipt of
federal deposit insurance and satisfaction of minimum capital requirements.  Our
preliminary  approval from the Office of the Comptroller of the Currency expires
on June 30, 2000,  and we are not likely to obtain an extension on this date. On
April 2, 1999, the Federal  Deposit  Insurance  Corporation  approved the bank's
application  for  federal  deposit  insurance  subject to  conditions  including
minimum capital requirements. The Federal Reserve Board approved our application
to become a bank  holding  company  through  ownership of the bank on August 13,
1999.

Marketing Focus

         Most of the  banks in the Lee  County  area are now local  branches  of
large regional banks. Although size gives the larger banks certain advantages in
competing for business from large corporations,  including higher lending limits
and the  ability to offer  services in other areas of Florida and of Lee County,
we believe that there is a void in the  community  banking  market in the Lehigh
Acres and greater Lee County  areas and believe  that the bank can  successfully
fill this void.  We will not  compete  with large  institutions  for the primary
banking  relationships of large corporations,  but we will compete for niches in
this  business and for the consumer  business of their  employees.  We will also
focus on small- to medium-sized businesses and their employees.

         We plan to advertise to emphasize our local ownership, community focus,
and ability to provide more personalized  service than our competition.  We will
also have the ability to offer large bank  services.  Most of the organizers are
long-time  residents  and  business  people in the target  market  area and have
determined  the  credit  needs  of the  area  through  personal  experience  and
communications  with their  business  colleagues.  We believe  that the proposed
community  focus of the bank will  succeed in this market and that the area will
react  favorably  to  the  bank's  emphasis  on  service  to  small  businesses,
individuals, and professional concerns.

         The bank will be active in providing residential mortgages, acquisition
and development  financing for  subdivisions,  and  construction,  and permanent
financing for commercial real estate, particularly owner-occupied property.

         Consumers will enjoy extended bank operating hours,  drive-up  windows,
drive-up ATMs,  and a convenient  centrally-located  main office  location where
road  infrastructure  is in place to make access easier. We will emphasize local
decision-making with experienced bankers,  attention to lower employee turnover,
and professional and responsive service. We believe customers will be responsive
to a banking environment where they are encouraged with an approach of "what the
bank can do for you"  versus an  approach  of "what the bank  can't do for you."
This highlights the community bank approach we will take in the market place.

Location and Service Area

         We expect initially to draw a large percentage of our business from the
Lee County area,  primarily Lehigh Acres. Lee County has been one of the fastest
growing regions in Florida over the last several years. The county's  population
has grown from 335,113 in 1990 to 405,637 in 1998.  By 2005,  the  population is
expected to reach  467,300,  an increase of over 15% since 1998.  The economy in
this area has been strong as well. The primary employment industries in the area
are real estate, finance,  insurance, and service. The unemployment rate dropped
to 3.0% in 1998 and gross retail sales in the county  increased 10% from 1997 to
1998 to $6.2 billion. During the same period, the annual rate of construction of
single  family homes  increased  10% and that of  multi-family  units  increased
almost 50%.  While the economy in this area has been strong in recent years,  an
economic downturn in the area would hurt our business.

                                       3

<PAGE>

Lending Activities

         General. We intend to emphasize a range of lending services,  including
real  estate,  commercial,  and  consumer  loans to  individuals  and  small- to
medium-sized businesses and professional concerns that are located in or conduct
a  substantial  portion  of  their  business  in the our  market  area.  We will
initially  emphasize retail banking,  home mortgages,  real estate, and consumer
lending needs.

         Real  Estate  Loans.  We expect  that loans  secured by first or second
mortgages on real estate will make up a  significant  portion of the bank's loan
portfolio.  These  loans  will  generally  fall  into one of  three  categories:
commercial real estate loans, construction and development loans, or residential
real estate loans.  Each of these  categories is discussed in more detail below,
including their specific risks.  Home equity loans are not included because they
are  classified as consumer  loans,  which are discussed  below under a separate
heading. Interest rates for all categories may be fixed or adjustable,  and will
more likely be fixed for  shorter-term  loans. The bank will generally charge an
origination fee for each loan.

         The principal  economic risk  associated with real estate loans is cash
flow capability and  creditworthiness  of the borrowers.  Other risks associated
with real estate loans vary with many  economic  factors,  including  employment
levels,  strength of the local and national  economies,  and fluctuations in the
value of real estate,  the primary form of collateral  for these types of loans.
Deterioration  of any  of  these  factors  after  a loan  has  been  made  could
negatively affect a borrower's cash flow, creditworthiness, and ability to repay
the loan. On first and second mortgage loans we would typically not advance more
than 90% of the lesser of the cost or appraised  value of the  property.  In the
event we advance more than 80% of the lesser of the cost or appraised value of a
property,  we will require mortgage insurance.  We will require a valid mortgage
lien on all real property loans along with a title lien policy which insures the
validity  and  priority of the lien.  We will also  require  borrowers to obtain
hazard insurance policies and flood insurance if applicable.

     We will compete for these loans with  competitors who are well  established
in the Lee County  area and have  greater  resources  and lending  limits.  As a
result, we may have to charge lower interest rates to attract borrowers.

     We will have the ability to  originate  real estate loans for sale into the
secondary  market. We may be able to limit our interest rate and credit risks on
these  loans by  locking  the  interest  rate for each loan  with the  secondary
investor and receiving the investor's underwriting approval prior to originating
the loan.

     Commercial  Real Estate Loans.  Commercial real estate loans will generally
have terms of five  years or less,  although  payments  may be  structured  on a
longer  amortization  basis.  Risks associated with commercial real estate loans
include the general risk of the failure of each commercial borrower,  which will
be different for each type of business and commercial  entity.  We will evaluate
each business on an individual basis and attempt to determine its business risks
and credit profile.  We may or may not be successful.  We will attempt to reduce
credit risk in the  commercial  real estate  portfolio by  emphasizing  loans on
owner-occupied  office  and  retail  buildings  where the  loan-to-value  ratio,
established  by  independent  appraisals,  does not  exceed  80%.  We will  also
generally  require that the debtor has  sufficient  cash flow to handle the debt
service.  We will typically review all of the personal  financial  statements of
the principal owners and require their personal guarantees. One purpose of these
reviews is to reveal  secondary  sources of payment and  liquidity  to support a
loan request.

         Construction   and  Development   Real  Estate  Loans.  We  will  offer
adjustable  and fixed rate  residential  and  commercial  construction  loans to
builders and  developers  and to consumers who wish to build their own home. The
term of  construction  and  development  loans will  generally be limited to one
year,  although payments may be structured on a longer amortization basis. These
loans are generally interim loans and are refinanced as general  residential and
commercial  real estate loans upon  completion of the project or paid off on the
sale of the property.  Construction  and  development  loans  generally  carry a
higher degree of risk than long term financing of existing properties. Repayment
depends on the ultimate completion of the project and usually on the sale of the
property. Risks include:

                                       4
<PAGE>


o        cost overruns;
o        mismanaged construction;
o        inferior or improper construction techniques;
o        economic changes or downturns during construction;
o        a downturn in the real estate market;
o        rising interest rates which may prevent sale the of the property; and
o        failure to sell completed projects in a timely manner;

We will attempt to reduce risk by obtaining personal  guarantees where possible,
and by keeping the loan-to-value  ratio of the completed project below specified
percentages.  We may also reduce risk by selling  participations in larger loans
to other institutions when possible.

         Residential  Real Estate  Loans.  Residential  real  estate  loans will
generally  have longer terms up to 30 years.  We will offer fixed and adjustable
rate  mortgages.  We expect  to face very  limited  credit  risk on these  loans
because  most of them  will be  underwritten  and sold in the  secondary  market
without any recourse against the bank.

         Commercial  Loans. The bank will make loans for commercial  purposes in
various types of businesses.  Equipment  loans will typically be made for a term
of five years or less at fixed or variable rates,  with the loan fully amortized
over the term and secured by the  financed  equipment  and with a  loan-to-value
ratio of 80% or less.  Working  capital  loans  will  typically  have  terms not
exceeding  one  year  and  will  usually  be  secured  by  accounts  receivable,
inventory,  or personal guarantees of the principals of the business.  For loans
secured by accounts receivable or inventory,  principal will typically be repaid
as the assets  securing  the loan are  converted  into cash,  and in other cases
principal will typically be due at maturity.  Asset based lending,  leasing, and
factoring  will be offered  through third party vendors who can handle the paper
work and servicing and generally  assume most of the credit risk.  Trade letters
of credit,  standby  letters of credit,  and  foreign  exchange  will be handled
through a correspondent bank as agent for the bank.

         The  principal   economic  risk   associated   with  each  category  of
anticipated loans,  including  commercial loans, is the cash flow capability and
creditworthiness  of the borrowers.  The risks  associated with commercial loans
vary with many economic  factors,  including the economy in the Lee County area.
Deterioration  of  the  economy  could  impact  our  borrower's  businesses  and
therefore their cash flow and ability to repay their loans. The well established
banks in the Lee County area will make  proportionately  more loans to medium-to
large-sized  businesses than we will. Many of the bank's anticipated  commercial
loans will likely be made to small- to medium-sized businesses which may be less
able to withstand  competitive,  economic,  and financial conditions than larger
borrowers.

         Consumer  Loans.  The bank will make a variety of loans to  individuals
for personal and household purposes, including secured and unsecured installment
loans.  Installment loans typically will carry balances of less than $50,000 and
be amortized  over periods up to 60 months.  Consumer  loans may be offered on a
single  maturity  basis  where a  specific  source of  repayment  is  available.
Revolving loan products will typically  require monthly payments of interest and
a portion of the principal.

          The principal  economic risks  associated  with consumer loans are the
creditworthiness   and  cash  flow  of  the  bank's  borrowers.   The  principal
competition for consumer loans will be the  established  banks in the Lee County
area. Consumer loans are generally considered to have greater risk than first or
second mortgages on real estate.

          We will also offer home equity loans.  Our  underwriting  criteria for
and the risks  associated  with  home  equity  loans  and  lines of credit  will
generally be the same as those for first  mortgage  loans.  Home equity lines of
credit  will  typically  have terms of 15 years or less,  will  typically  carry
balances less than $125,000, and may extend up to 80% of the available equity of
each property.

          Loan  Approval  and Review.  The bank's loan  approval  policies  will
provide  for various  levels of officer  lending  authority.  When the amount of
aggregate loans to a single borrower exceeds that individual  officer's

                                       5

<PAGE>

lending  authority,  the loan  request  will be  considered  and  approved by an
officer with a higher lending limit or the bank's loan committee.  The bank will
not make any loans to any director or  executive  officer of the bank unless the
loan is approved by the board of  directors of the bank and is made on terms not
more favorable to such person than would be available to a person not affiliated
with the bank. The bank currently intends to adhere to Federal National Mortgage
Association  and  Federal  Home  Loan  Mortgage  Corporation  guidelines  in its
mortgage loan review process, but may choose to alter this policy in the future.

         Loan and Asset  Distribution.  We estimate that our initial  percentage
distribution of our loans and deposits will be as follows:

         Loans                                     Deposits
         -----                                     --------

         Real Estate                     45%       Regular Checking         7%
         Commercial Loans                35%       Interest Checking        9%
         Equity Line and Consumer Loans  20%       Business Checking        7%
                                                   Passbooks               12%
                                                   Money Market            13%
                                                   CD's under $100,000     38%
                                                   CD's over $100,000      10%
                                                   IRA & KEOGH              3%
                                                   Other                    1%

These are estimates only. Our actual deposit and loan  distribution  will depend
on our customers and vary initially and over time. We will maintain an allowance
for loan losses,  which we will  establish  through a provision  for loan losses
charged  against  income.  We will charge loans against this  allowance  when we
believe that the collectibility of the principle is unlikely. The allowance will
be an  estimated  amount  that we  believe  will be  adequate  to absorb  losses
inherent in the loan portfolio  based on evaluations of its  collectibility.  We
anticipate that initially our loan loss reserve will equal  approximately  1% of
the  average  outstanding  balance  of our loans.  Over  time,  we will base the
allowance  for loan losses on our  evaluation  of factors such as changes in the
nature and volume of the loan portfolio,  overall  portfolio  quality,  specific
problem loans and commitments,  and current anticipated economic conditions that
may affect the borrower's ability to pay. Despite these allocation measures,  we
will continue to be  susceptible to risks caused by  concentrations  in types of
loans.  For  example,  a  high  percentage  of  home  mortgage  loans  would  be
susceptible to a risk of a drop in the value of real estate.

         Lending  Limits.  The bank's  lending  activities  will be subject to a
variety of lending  limits  imposed by federal  law. In general the bank will be
subject  to a legal  limit on loans  to a  single  borrower  equal to 15% of the
bank's capital and  unimpaired  surplus.  Different  limits may apply in certain
circumstances based on the type of loan or the nature of the borrower, including
the borrower's  relationship to the bank. These limits will increase or decrease
as the bank's capital increases or decreases. We expect the bank's initial legal
limit  will be around  $690,000  based on the  minimum  offering.  The bank will
initially  have  a  self-imposed  loan  limit  of 80% of  the  legal  limit,  or
approximately  $550,000.  Unless the bank is able to sell  participations in its
loans to other financial institutions,  the bank will not be able to meet all of
the lending needs of loan  customers  requiring  aggregate  extensions of credit
above these limits.

Competition

         The banking business is highly competitive.  The bank will compete as a
financial   intermediary   with  other  commercial   banks,   savings  and  loan
associations,  credit unions,  finance companies,  and money market mutual funds
operating in the Lee County area and  elsewhere.  In June 1999,  there were more
than 146 banking offices representing 27 financial institutions operating in Lee
County holding over $5.6 billion in deposits. In the City of Lehigh Acres, there
were 6 financial  institutions  holding  over $268  million in deposits in 1999.
Most of these  competitors  have  substantially  greater  resources  and lending
limits than the bank will and offer  certain  services,  such as  extensive  and
established branch networks and trust services,  that we either do not expect to
provide or will not provide initially.  Our competitors in the Lehigh Acres area
include  First Union Bank,  Bank of


                                       6
<PAGE>

America,  SouthTrust Bank,  SunTrust Bank,  Florida Community Bank, and Colonial
Bank. As a result of these competitive  factors, the bank may have to pay higher
rates of interest to attract deposits.

                           SUPERVISION AND REGULATION

         Lehigh Acres First National  Bancshares and Lehigh Acres First National
Bank are subject to state and federal banking laws and regulations  which impose
specific  requirements  or  restrictions  on and provide for general  regulatory
oversight  with respect to virtually all aspects of  operations.  These laws and
regulations are generally intended to protect depositors, not shareholders.  The
following is a brief summary of the banking  statutes,  rules,  and  regulations
that  affect  Lehigh  Acres First  National  Bancshares  and Lehigh  Acres First
National  Bank.  These  regulations  are very  complex  and we refer  you to the
particular statutory and regulatory provisions for a thorough understanding.

Gramm-Leach-Bliley Act

         On November 4, 1999, the U.S. Senate and House of Representatives  each
passed the  Gramm-Leach-Bliley  Act,  previously known as the Financial Services
Modernization  Act of 1999. The Act was signed into law by President  Clinton on
November 12, 1999. Among other things, the Act repeals the restrictions on banks
affiliating  with  securities  firms  contained  in  sections  20  and 32 of the
Glass-Steagall  Act. The Act also permits bank holding  companies to engage in a
statutorily  provided  list of financial  activities,  including  insurance  and
securities  underwriting and agency activities,  merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.

         The Act is intended to grant to  community  banks  certain  powers as a
matter of right that larger  institutions  have  accumulated on an ad hoc basis.
Nevertheless,  the  Act  may  have  the  result  of  increasing  the  amount  of
competition that we face from larger  institutions and other types of companies.
In fact, it is not possible to predict the full effect that the Act will have on
us. From time to time other  changes are proposed to laws  affecting the banking
industry,  and these  changes  could have a material  effect on our business and
prospects.  We cannot  predict  the  nature or the  extent of the  effect on our
business and earnings of fiscal or monetary policies,  economic controls, or new
federal or state legislation.

Supervision of Lehigh Acres First National Bancshares

         Because it will own the outstanding  capital stock of the bank,  Lehigh
Acres  First  National  Bancshares  will be a bank  holding  company  within the
meaning  of  the  Federal  Bank  Holding  Company  Act  of  1956.  As a  Florida
corporation,  Lehigh Acres First National  Bancshares is also subject to Chapter
607,  Florida  Business  Corporation  Act and the  regulations  effected  by the
Florida  Department of State.  We expect that some of the rules and  regulations
outlined below will be changed by the Gramm-Leach-Bliley Act.

         The Bank  Holding  Company  Act.  Under the Bank  Holding  Company Act,
Lehigh Acres First National  Bancshares will be subject to periodic  examination
by the Federal  Reserve and required to file periodic  reports of its operations
and  such  additional  information  as the  Federal  Reserve  may  require.  Our
activities at the bank and holding company levels will be limited to:

o        banking and managing or controlling banks;
o        furnishing services to or performing services for its subsidiaries; and
o        engaging in other  activities that the Federal Reserve  determines
         to be so closely  related to banking and  managing or  controlling
         banks as to be a proper incident to those activities.

         Investments,  Control, and Activities. With certain limited exceptions,
the Bank Holding  Company Act requires every bank holding  company to obtain the
prior approval of the Federal Reserve before:


                                       7
<PAGE>


o        acquiring substantially all the assets of any bank;
o        acquiring  direct or indirect  ownership or control of any voting
         shares  of any bank if after  such  acquisition  it would  own or
         control more than 5% of the voting shares of such bank (unless it
         already owns or controls the majority of such shares); or

o        merging or consolidating with another bank holding company.

         In  addition,  and  subject to  certain  exceptions,  the Bank  Holding
Company Act and the Change in Bank Control Act,  together with regulations under
these Acts,  require  Federal  Reserve  approval  prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if a  person  acquires  10% or more but less  than  25% of any  class of  voting
securities  and either Lehigh Acres First  National  Bancshares  has  registered
securities  under Section 12 of the Securities  Exchange Act of 1934 or no other
person owns a greater percentage of that class of voting securities  immediately
after the  transaction.  We will most likely be  required to register  under the
Securities  Exchange  Act of 1934  once we have more  than 500  shareholders  of
record.  The  regulations  provide a procedure for  challenge of the  rebuttable
control presumption.

         Under the Bank Holding Company Act, a bank holding company is generally
prohibited  from  engaging in, or acquiring  direct or indirect  control of more
than 5% of the voting  shares of any company  engaged in  nonbanking  activities
unless the  Federal  Reserve  Board,  by order or  regulation,  has found  those
activities to be so closely related to banking or managing or controlling  banks
as to be a proper  incident  under  the  Act.  Some of the  activities  that the
Federal Reserve Board has determined by regulation to be proper incidents to the
business of a bank holding company include the following:

o       making or servicing  loans and certain types of leases;
o       engaging in certain insurance  and  discount  brokerage   activities;
o       performing  certain  data processing  services;
o       acting  in  certain  circumstances  as a  fiduciary  or
        investment or financial adviser;
o       owning savings associations; and
o       making investments in certain corporations or projects designed
        primarily to promote community welfare.

         The Federal  Reserve  Board imposes  certain  capital  requirements  on
Lehigh  Acres First  National  Bancshares  under the Bank  Holding  Company Act,
including a minimum  leverage ratio and a minimum ratio of "qualifying"  capital
to risk-weighted assets. These requirements are described below under "- Capital
Regulations."   Subject  to  its  capital   requirements   and   certain   other
restrictions,  Lehigh Acres First National Bancshares is able to borrow money to
make a capital  contribution  to the  bank,  and such  loans may be repaid  from
dividends  paid from the bank to Lehigh  Acres First  National  Bancshares.  Our
ability to pay dividends will be subject to regulatory restrictions as described
below in "The Bank - Dividends." Lehigh Acres First National  Bancshares is also
able to raise capital for contribution to the bank by issuing securities without
having to receive  regulatory  approval,  subject to compliance with federal and
state securities laws.

         Source of Strength; Cross-Guarantee. In accordance with Federal Reserve
Board policy,  Lehigh Acres First National Bancshares will be expected to act as
a source of  financial  strength to the bank and to commit  resources to support
the bank in circumstances in which Lehigh Acres First National  Bancshares might
not  otherwise do so. Under the Bank  Holding  Company Act, the Federal  Reserve
Board may require a bank holding company to terminate any activity or relinquish
control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, upon
the  Federal  Reserve  Board's  determination  that  such  activity  or  control
constitutes  a serious  risk to the  financial  soundness  or  stability  of any
subsidiary depository institution of the bank holding company.  Further, federal
bank regulatory authorities have additional discretion to require a bank holding
company  to  divest  itself  of any bank or  nonbank  subsidiary  if the  agency
determines  that  divestiture  may aid the  depository  institution's  financial
condition.


                                       8
<PAGE>

Supervision of Lehigh Acres First National Bank

         The bank will operate as a national  banking  association  incorporated
under the laws of the United States and subject to  examination by the Office of
the  Comptroller  of the  Currency.  Deposits in the bank will be insured by the
FDIC up to a maximum amount,  which is generally  $100,000 per depositor subject
to aggregation rules.

         The  Office  of the  Comptroller  of the  Currency  and the  FDIC  will
regulate or monitor virtually all areas of the bank's operations, including:

o        security devices and procedures;
o        adequacy of capitalization and loss reserves;
o        loans;
o        investments;
o        borrowings;
o        deposits;
o        mergers;
o        issuances of securities;
o        payment of dividends;
o        interest rates payable on deposits;
o        interest rates or fees chargeable on loans;
o        establishment of branches;
o        corporate reorganizations;
o        maintenance of books and records; and
o        adequacy of staff training to carry on safe lending and deposit
         gathering practices.

The Office of the  Comptroller of the Currency will require the bank to maintain
certain  capital  ratios  and  imposes   limitations  on  the  bank's  aggregate
investment  in real estate,  bank  premises,  and  furniture and fixtures and to
prepare  quarterly  reports on the bank's financial  condition and to conduct an
annual audit of its financial  affairs in compliance with its minimum  standards
and procedures.

         Under the FDIC Improvement Act, all insured  institutions  must undergo
regular on site  examinations by their appropriate  banking agency.  The cost of
examinations  of  insured  depository  institutions  and any  affiliates  may be
assessed by the appropriate  agency against each  institution or affiliate as it
deems  necessary or  appropriate.  Insured  institutions  are required to submit
annual  reports  to  the  FDIC,  their  federal  regulatory  agency,  and  state
supervisor when applicable. The FDIC Improvement Act directs the FDIC to develop
a method for insured depository  institutions to provide supplemental disclosure
of the  estimated  fair market  value of assets and  liabilities,  to the extent
feasible and practicable,  in any balance sheet, financial statement,  report of
condition or any other report of any insured  depository  institution.  The FDIC
Improvement  Act also  requires  the  federal  banking  regulatory  agencies  to
prescribe, by regulation,  standards for all insured depository institutions and
depository  institution holding companies  relating,  among other things, to the
following:

o        internal controls;
o        information systems and audit systems;
o        loan documentation;
o        credit underwriting;
o        interest rate risk exposure; and
o        asset quality.

         National banks and their holding companies which have been chartered or
registered  or have  undergone a change in control  within the past two years or
which have been deemed by the Office of the  Comptroller  of the Currency or the
Federal  Reserve Board to be troubled  institutions  must give the Office of the
Comptroller  of the  Currency or the  Federal  Reserve  Board  thirty days prior
notice of the appointment of any senior  executive  officer or director.  Within
the thirty day  period,  the Office of the  Comptroller  of the  Currency or the
Federal  Reserve  Board,  as the case may be, may approve or disapprove any such
appointment.


                                       9
<PAGE>


         Deposit  Insurance.  The FDIC  establishes  rates  for the  payment  of
premiums  by  federally  insured  banks and thrifts  for  deposit  insurance.  A
separate  Bank  Insurance  Fund  and  Savings  Association  Insurance  Fund  are
maintained for commercial banks and savings associations with insurance premiums
from the industry  used to offset losses from  insurance  payouts when banks and
thrifts  fail. In 1993,  the FDIC adopted a rule which  establishes a risk-based
deposit insurance premium system for all insured depository institutions.  Under
this system, until mid-1995 depository  institutions paid to Bank Insurance Fund
or Savings  Association  Insurance  Fund from $0.23 to $0.31 per $100 of insured
deposits depending on its capital levels and risk profile,  as determined by its
primary federal  regulator on a semiannual  basis.  Once the Bank Insurance Fund
reached  its  legally  mandated  reserve  ratio in  mid-1995,  the FDIC  lowered
premiums for well-capitalized  banks, eventually to $00 per $100, with a minimum
semiannual  assessment of $1,000.  However, in 1996 Congress enacted the Deposit
Insurance Funds Act of 1996, which eliminated even this minimum  assessment.  It
also  separated  the  Financial  Corporation  (FICO)  assessment  to service the
interest  on  its  bond   obligations.   The  amount   assessed  on   individual
institutions,  including the bank, by FICO is in addition to the amount paid for
deposit  insurance  according  to the  risk-related  assessment  rate  schedule.
Increases in deposit insurance premiums or changes in risk  classification  will
increase the bank's cost of funds,  and there can be no assurance that such cost
can be passed on to the bank's customers.

         Transactions With Affiliates and Insiders.  The bank will be subject to
the provisions of Section 23A of the Federal  Reserve Act, which place limits on
the amount of loans or  extensions of credit to, or  investments  in, or certain
other  transactions  with,  affiliates  and on the amount of  advances  to third
parties  collateralized  by the securities or  obligations  of  affiliates.  The
aggregate  of all  covered  transactions  is limited  in  amount,  as to any one
affiliate,  to 10% of the bank's  capital and surplus and, as to all  affiliates
combined,  to 20% of the bank's  capital and  surplus.  Furthermore,  within the
foregoing limitations as to amount, each covered transaction must meet specified
collateral  requirements.  Compliance is also  required with certain  provisions
designed to avoid the taking of low quality assets.

         The bank will also be subject to the  provisions  of Section 23B of the
Federal  Reserve Act which,  among other things,  prohibits an institution  from
engaging in certain transactions with certain affiliates unless the transactions
are  on  terms  substantially  the  same,  or at  least  as  favorable  to  such
institution or its subsidiaries,  as those prevailing at the time for comparable
transactions with nonaffiliated  companies.  The bank will be subject to certain
restrictions on extensions of credit to executive officers,  directors,  certain
principal shareholders,  and their related interests.  Such extensions of credit
(i) must be made on substantially the same terms,  including  interest rates and
collateral,  as those  prevailing at the time for comparable  transactions  with
third  parties and (ii) must not involve  more than the normal risk of repayment
or present other unfavorable features.

         Dividends.  A national bank may not pay dividends from its capital. All
dividends must be paid out of undivided  profits then on hand,  after  deducting
expenses,  including reserves for losses and bad debts. In addition,  a national
bank is prohibited from declaring a dividend on its shares of common stock until
its surplus  equals its stated  capital,  unless there has been  transferred  to
surplus no less than  one-tenth of the bank's net profits of the  preceding  two
consecutive half-year periods (in the case of an annual dividend).  The approval
of the Office of the Comptroller of the Currency is required if the total of all
dividends  declared by a national bank in any calendar year exceeds the total of
its net profits for that year  combined  with its  retained  net profits for the
preceding two years, less any required transfers to surplus.

         Branching.  National  banks are  required by the  National  Bank Act to
adhere to branch office banking laws  applicable to state banks in the states in
which they are  located.  Under  current  Florida  law, the bank may open branch
offices  throughout  Florida  with  the  prior  approval  of the  Office  of the
Comptroller of the Currency.  In addition,  with prior regulatory approval,  the
bank  will  be  able  to  acquire  existing   banking   operations  in  Florida.
Furthermore,   federal  legislation  has  recently  been  passed  which  permits
interstate  branching.  The new law permits  out-of-state  acquisitions  by bank
holding  companies,  interstate  branching by banks if allowed by state law, and
interstate merging by banks.

         Community  Reinvestment  Act. The Community  Reinvestment  Act requires
that, in connection  with  examinations of financial  institutions  within their
respective  jurisdictions,  the Federal Reserve,  the FDIC, or the


                                       10
<PAGE>

Office of the  Comptroller  of the Currency,  shall  evaluate the record of each
financial  institution  in  meeting  the  credit  needs of its local  community,
including  low  and  moderate  income  neighborhoods.  These  factors  are  also
considered in  evaluating  mergers,  acquisitions,  and  applications  to open a
branch or  facility.  Failure to  adequately  meet these  criteria  could impose
additional requirements and limitations on the bank.

         Other  Regulations.  Interest and certain  other  charges  collected or
contracted  for by the bank are subject to state usury laws and certain  federal
laws concerning  interest rates.  The bank's loan operations are also subject to
certain federal laws applicable to credit transactions, such as:

o        the federal Truth-In-Lending Act, governing disclosures of credit terms
         to consumer  borrowers;
o        the  Home  Mortgage   Disclosure  Act  of  1975,   requiring  financial
         institutions  to  provide  information  to enable the public and public
         officials to determine  whether a financial  institution  is fulfilling
         its  obligation  to help meet the  housing  needs of the  community  it
         serves;
o        the Equal Credit  Opportunity Act,  prohibiting  discrimination  on the
         basis of race, creed or other prohibited factors in extending credit;
o        the Fair Credit Reporting Act of 1978,  governing the use and provision
         of information to credit reporting agencies;
o        the Fair Debt  Collection  Act,  governing the manner in which consumer
         debts may be collected by collection agencies; and
o        the rules and regulations of the various federal  agencies charged with
         the responsibility of implementing such federal laws.

The deposit operations of the bank also are subject to:

o        the Right to Financial  Privacy Act,  which  imposes a duty to maintain
         confidentiality of consumer financial records and prescribes procedures
         for complying with administrative subpoenas of financial records; and
o        the  Electronic  Funds  Transfer  Act and  Regulation  E issued  by the
         Federal  Reserve Board to implement that act,  which governs  automatic
         deposits to and withdrawals from deposit accounts and customers' rights
         and liabilities  arising from the use of automated  teller machines and
         other electronic banking services.

         Capital  Regulations.  The federal  bank  regulatory  authorities  have
adopted  risk-based capital guidelines for banks and bank holding companies that
are  designed  to  make  regulatory  capital   requirements  more  sensitive  to
differences in risk profiles among banks and bank holding  companies and account
for  off-balance  sheet items.  The  guidelines  are  minimums,  and the federal
regulators  have  noted  that  banks and bank  holding  companies  contemplating
significant  expansion  programs  should not allow  expansion to diminish  their
capital ratios and should maintain ratios in excess of the minimums. We have not
received  any  notice   indicating  that  either  Lehigh  Acres  First  National
Bancshares  or Lehigh  Acres First  National  Bank is subject to higher  capital
requirements.  The current  guidelines  require all bank holding  companies  and
federally-regulated  banks to maintain a minimum  risk-based total capital ratio
equal  to 8%,  of  which at  least  4% must be Tier 1  capital.  Tier 1  capital
includes common shareholders' equity,  qualifying perpetual preferred stock, and
minority interests in equity accounts of consolidated subsidiaries, but excludes
goodwill and most other  intangibles  and excludes  the  allowance  for loan and
lease  losses.  Tier 2 capital  includes the excess of any  preferred  stock not
included in Tier 1 capital,  mandatory  convertible  securities,  hybrid capital
instruments,  subordinated  debt  and  intermediate  term-preferred  stock,  and
general reserves for loan and lease losses up to 1% of risk-weighted assets.

         Under these guidelines,  banks' and bank holding  companies' assets are
given  risk-weights of 0%, 20%, 50%, or 100%. In addition,  certain  off-balance
sheet  items  are given  credit  conversion  factors  to  convert  them to asset
equivalent  amounts  to  which  an  appropriate   risk-weight   applies.   These
computations result in the total  risk-weighted  assets. Most loans are assigned
to the 100% risk  category,  except for first  mortgage  loans fully  secured by
residential property and, under certain circumstances,  residential construction
loans, both of which carry a 50% rating. Most investment securities are assigned
to the 20% category,  except for municipal or state revenue bonds,  which have a
50% rating,  and direct  obligations of or obligations  guaranteed by the United
States Treasury or United States Government agencies, which have a 0% rating.


                                       11
<PAGE>


         The  federal  bank  regulatory  authorities  have  also  implemented  a
leverage  ratio,  which is equal to Tier 1 capital  as a  percentage  of average
total  assets less  intangibles,  to be used as a supplement  to the  risk-based
guidelines.  The  principal  objective  of the  leverage  ratio  is to  place  a
constraint  on the maximum  degree to which a bank holding  company may leverage
its equity  capital  base.  The minimum  required  leverage  ratio for top-rated
institutions is 3%, but most institutions are required to maintain an additional
cushion of at least 100 to 200 basis points.

         The FDIC  Improvement  Act established a new  capital-based  regulatory
scheme designed to promote early  intervention for troubled banks which requires
the FDIC to choose the least  expensive  resolution  of bank  failures.  The new
capital-based  regulatory  framework contains five categories of compliance with
regulatory  capital  requirements,  including  "well  capitalized,"  "adequately
capitalized,"   "undercapitalized,"    "significantly   undercapitalized,"   and
"critically undercapitalized." To quality as a "well capitalized" institution, a
bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of
no less than 6%, and a total  risk-based  capital ratio of no less than 10%, and
the  bank  must not be  under  any  order  or  directive  from  the  appropriate
regulatory agency to meet and maintain a specific capital level.  Initially,  we
will qualify as "well capitalized."

         Under the FDIC Improvement Act regulations,  the applicable  agency can
treat an  institution  as if it were in the next  lower  category  if the agency
determines (after notice and an opportunity for hearing) that the institution is
in an  unsafe or  unsound  condition  or is  engaging  in an  unsafe or  unsound
practice.   The  degree  of  regulatory  scrutiny  of  a  financial  institution
increases,  and the permissible activities of the institution  decreases,  as it
moves downward through the capital  categories.  Institutions that fall into one
of the three  undercapitalized  categories  may be required to do some or all of
the following:

o        submit a capital restoration plan;
o        raise additional capital;
o        restrict their growth, deposit interest rates, and other activities;
o        improve their management;
o        eliminate management fees; or o divest themselves of all or
         a part of their operations.

Bank holding companies controlling financial  institutions can be called upon to
boost the  institutions'  capital and to partially  guarantee the  institutions'
performance under their capital restoration plans.

         These capital  guidelines can affect us in several ways. If we grow the
bank's loan  portfolio at a rapid pace, its capital may be depleted too quickly,
and a capital  infusion  from the holding  company may be necessary  which could
impact our ability to pay  dividends.  Our capital levels will initially be more
than adequate;  however,  rapid growth, poor loan portfolio  performance or poor
earnings  performance or a combination of these factors could change our capital
position in a relatively short period of time.

         The FDIC  Improvement  Act requires the federal  banking  regulators to
revise the risk-based capital standards to provide for explicit consideration of
interest-rate risk, concentration of credit risk, and the risks of untraditional
activities. We are uncertain what effect these regulations would have.

         Failure to meet these capital requirements would mean that a bank would
be  required  to  develop  and file a plan  with  its  primary  federal  banking
regulator  describing the means and a schedule for achieving the minimum capital
requirements.  In addition,  such a bank would generally not receive  regulatory
approval of any application that requires the consideration of capital adequacy,
such as a branch or merger  application,  unless  the bank could  demonstrate  a
reasonable plan to meet the capital  requirement  within a reasonable  period of
time.

         Enforcement  Powers.  The  Financial  Institution  Reform  Recovery and
Enforcement  Act expanded and increased civil and criminal  penalties  available
for use by the federal regulatory  agencies against depository  institutions and
certain   "institution-affiliated   parties."   Institution-affiliated   parties
primarily include management,  employees, and agents of a financial institution,
as well as  independent  contractors  and  consultants  such  as  attorneys  and
accountants  and  others  who  participate  in  the  conduct  of  the  financial
institution's affairs. These


                                       12
<PAGE>

practices  can  include the failure of an  institution  to timely file  required
reports or the filing of false or misleading  information  or the  submission of
inaccurate reports.  Civil penalties may be as high as $1,000,000 a day for such
violations.  Criminal penalties for some financial  institution crimes have been
increased to twenty  years.  In addition,  regulators  are provided with greater
flexibility  to  commence   enforcement   actions   against   institutions   and
institution-affiliated   parties.   Possible  enforcement  actions  include  the
termination of deposit insurance.  Furthermore, banking agencies' power to issue
cease-and-desist  orders were  expanded.  Such orders may,  among other  things,
require  affirmative  action to correct any harm  resulting  from a violation or
practice,  including restitution,  reimbursement,  indemnification or guarantees
against  loss.  A  financial  institution  may also be ordered to  restrict  its
growth,  dispose of certain  assets,  rescind  agreements or contracts,  or take
other actions as determined by the ordering agency to be appropriate.

         Effect of Governmental Monetary Policies.  Our earnings are affected by
domestic economic  conditions and the monetary and fiscal policies of the United
States government and its agencies. The Federal Reserve Bank's monetary policies
have had,  and are  likely  to  continue  to have,  an  important  impact on the
operating  results of commercial  banks through its power to implement  national
monetary  policy in order,  among other  things,  to curb  inflation or combat a
recession. The monetary policies of the Federal Reserve Board have major effects
upon the levels of bank loans,  investments and deposits through its open market
operations in United States government  securities and through its regulation of
the discount  rate on  borrowings  of member banks and the reserve  requirements
against member bank deposits. It is not possible to predict the nature or impact
of future changes in monetary and fiscal policies.

Deposit Services

         We offer a full range of deposit services that are typically  available
in most banks and savings and loan  associations,  including  checking accounts,
commercial accounts, savings accounts, and other time deposits of various types,
ranging from daily money market accounts to longer-term certificates of deposit.
The  transaction  accounts  and time  certificates  are  tailored to our primary
market area at rates  competitive  to those  offered in the Lee County area.  In
addition, we offer certain retirement account services, such as IRAs. We solicit
these accounts from individuals,  businesses,  associations,  organizations, and
governmental authorities.

Other Banking Services

         Other  anticipated bank services  include cash management  services for
commercial  businesses  such as a sweep  services  and lines of credit.  We will
offer  drive-up  window  service and ATMs,  debit  cards,  safe  deposit  boxes,
travelers  checks,  direct deposit of payroll and social  security  checks,  and
automatic drafts for various accounts. We plan for the bank to become associated
with the Honor and Cirrus ATM networks that may be used by the bank's  customers
throughout  Lee County and other  regions.  We believe that by being  associated
with a shared network of ATMs, we will be better able to serve our customers and
will be able to attract customers who are accustomed to the convenience of using
ATMs,  although we do not believe  that  maintaining  this  association  will be
critical to our success.  We intend to begin  offering  these  services  shortly
after  opening  the bank.  We also plan to offer debit card  services  through a
correspondent  bank as an  agent  for the  bank.  We do not  expect  the bank to
exercise trust powers during its initial years of operation.

Market Share

         As of June 30, 1999,  total deposits in the bank's primary service area
were almost $5.3 billion,  which represented a 5% deposit growth rate from 1998.
Our plan over the next five years is to grow our deposit  base to $100  million.
Of course,  we cannot be sure that these deposit growth rates will continue,  or
that we will accomplish this objective.

                                       13

<PAGE>


Employees

         We currently have 2 employees. We anticipate that, upon commencement of
operations,  the bank will have approximately 11 full time employees and no part
time employees operating out of the facility in Lehigh Acres. Lehigh Acres First
National  Bancshares,  as the holding  company  for the bank,  will not have any
employees other than its officers.

Item 2.    Description of Property.
----------------------------------
         The bank's main office will be located at 1300 Homestead Road North, in
the Homestead Road Shopping  Center in the central  business  district of Lehigh
Acres, Florida. We currently lease this property at a monthly rate of $7,252. We
plan to open the bank in the third quarter of 2000.

Item 3.    Legal Proceedings.
-----------------------------
         Neither  Lehigh  Acres First  National  Bancshares,  Lehigh Acres First
National  Bank,  nor any of their  properties  are subject to any material legal
proceedings.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

Item 5.    Market for Common Equity and Related Stockholder Matters.
-------------------------------------------------------------------

         We currently have 12 shareholders of record with an aggregate of 18,000
shares  outstanding.  These shares were issued  privately to some of our current
and former organizers and directors. There is currently no public trading market
for our common  stock.  We are currently  conducting a public  offering of up to
1,000,000  shares  of  common  stock.  Upon  completion  of our  initial  public
offering,  we  anticipate  having our common  stock  quoted on the OTC  Bulletin
Board.  Our articles of  incorporation  authorize  us to issue up to  10,000,000
shares of common stock.  To date, we have not paid cash  dividends on our common
stock. We currently intend to retain earnings to support  operations and finance
expansion  and  therefore  does not  anticipate  paying  cash  dividends  in the
foreseeable future.

         All of our  outstanding  shares of common  stock are  entitled to share
equally in dividends from funds legally  available when, and if, declared by the
Board of  Directors.  We do not plan to declare any  dividends in the  immediate
future.

         (b) Pursuant to Commission  Rule 463, we are obligated to report on the
use of proceeds. The information provided below is given as of March 10, 2000.

                  (1)      Our  registration  statement  on Form SB-2  (File No.
                           333-81551) was originally  declared  effective by the
                           Commission   on   September   14,   1999.   We  filed
                           Post-Effective   Amendment  #1  to  our  registration
                           statement  on March 10,  2000,  which  suspended  our
                           effectiveness  with the  Commission.  We  filed  this
                           amendment to extend our offering  period until August
                           31,  2000 and to reflect  changes  in our  management
                           structure.   In  response   to   comments   from  the
                           Commission,  we filed Post Effective  Amendment #2 on
                           March 22,  2000.  On March 23, 2000,  the  Commission
                           declared this amendment effective, and we recommenced
                           our offering.

                  (2)      The offering originally commenced on September 14,
                           1999.

                           (i)      Common stock is the only class of securities
                                    registered in the offering.

                                       14
<PAGE>


                           (ii)     We also  registered  the  issuance  of
                                    warrants  for our common  stock which we
                                    intend to grant to our organizers.

                           (iii)    We  registered  the  issuance  of  1,000,000
                                    shares of common stock.  166,666 warrants to
                                    purchase  our  common  stock for  $10.00 per
                                    share were also  registered in the offering.
                                    We   intend   to  grant   warrants   to  our
                                    organizers  based on shares they purchase in
                                    the initial public offering.

Item 6.  Management's Discussion and Analysis of Results of Operation
---------------------------------------------------------------------

         We are in the process of raising a minimum of  $6,000,000 in an initial
public stock  offering.  When all regulatory  applications  are approved and the
minimum stock sale is successfully completed, we will acquire 100 percent of the
voting stock of Lehigh Acres First  National Bank by injecting a minimum of $5.0
million into the its capital account.

         A group of fourteen individuals advanced $210,000 to Lehigh Acres First
National  Bancshares in order the fund its pre-operating  expenses.  These funds
were advanced  interest  free. No imputed  interest was charged to operations in
the financial  statements  as of and for the period ended  December 31, 1999. Of
the above advance of $210,000,  on June 22, 1999,  $180,000 was  converted  into
18,000 shares of the our common stock.

         At December 31, 1999, Lehigh Acres First National  Bancshares had total
assets of $167,966.  These assets consisted  primarily of deferred  registration
costs of $147,276.

         Lehigh Acres First  National  Bancshares'  liabilities  at December 31,
1999 were $357,845 and consisted  primarily of a note payable-line of credit and
advances  from  organizers.   Lehigh  Acres  First  National  Bancshares  had  a
stockholders' deficit of $369,879 at December 31, 1999.

         Lehigh Acres First  National  Bancshares had a net loss of $214,266 for
the twelve months ended December 31, 1999, or a pro forma net loss of $22.52 per
share based on the actual shares of 18,000 which were outstanding as of December
31,1999. This loss resulted from expenses incurred in connection with activities
related to the  organization  of the Lehigh Acres First National  Bancshares and
the Lehigh Acres First National Bank.  These activities  included  preparing and
filing  an  application  with  the OCC and the FDIC to  charter  the bank and to
obtain  deposit  insurance,  preparing an application  with the Federal  Reserve
Board for approval of the Lehigh Acres First National  Bancshares to acquire the
bank,  responding to questions and providing additional  information to the OCC,
the FDIC,  and the Federal  Reserve  Board in  connection  with the  application
process,  preparing a prospectus  and filing a  registration  statement with the
Securities  and  Exchange  Commission,  selling our common  stock,  meetings and
discussions  among  various  organizers  regarding  preopening  issues,   hiring
qualified personnel to work for the bank,  conducting public relation activities
on behalf of the bank, developing prospective business contacts for the bank and
Lehigh Acres First National Bancshares, and taking other actions necessary for a
successful  bank opening.  Because Lehigh Acres First National  Bancshares is in
the organizational stage, we had no operations from which to generate revenues.

         We  originally  commenced  our  offering  on  September  14,  1999.  We
suspended  our  offering  in  January  2000  because  the sales  effort  was not
progressing as well as originally  planned.  We believe that the primary factors
contributing  to this  initial  lack of success  included  a lack of  experience
within the organizing group in the processes necessary in establishing a de novo
community bank, an inadequate effort on the part of the organizers to market the
stock to the  community  and  their  contacts,  which is  critical  in a de novo
community bank stock offering, and the negative perception created in the market
as a result of the small  number of shares  proposed to be  purchased by some of
our  organizers.  To remedy these  deficiencies,  we hired a new chief executive
officer with strong ties to  southwest  Florida and  experience  in de novo bank
operations,  renewed our  commitment to market our stock to the  community,  and
asked our  organizers  to  strengthen  their  commitment  to the  organizational
effort. Specifically,  we asked our organizers to: (a) increase their respective
stock  purchases  in the  offering;  (b)  increase  the amount of funds they are
contributing to the  organizational  effort through the extended  offering date;



                                       15
<PAGE>

and (c) commit to actively  promote the sale of stock to the community and their
contacts.  Organizers who would not, or could not,  commit to these  initiatives
resigned from our board of directors.

         In  February  2000,  Brenda M.  O'Neil  replaced  Lloyd J. Weber as our
president and chief executive officer.  Ms. O'Neil also replaced Mr. Weber as an
organizer and member of our board of directors.  In February  2000,  Benjamin R.
Bell, Craig A. Dearden, Teresa Goodlad, Vikas K. Jain, E. Byron Richardson,  and
Kenneth K. Thompson resigned as organizers and from our board of directors.  The
former  organizers own in the aggregate 6,000 shares of our common stock,  which
they  purchased  at $10.00 per share  prior to the  offering to fund our initial
operations.  We are  obligated to  repurchase  these shares for $10.00 per share
upon completion of the offering if requested by these former  organizers.  These
individuals also contributed an additional $89,064 to our organizational  effort
in the form of  noninterest-bearing  cash  advances.  We are  asking  our former
organizers to cancel this indebtedness in exchange for subscriptions to purchase
common stock at $10.00 per share in the offering.  For each former organizer who
invests in our initial public  offering by canceling this  indebtedness,  if the
offering is successful,  we will pay interest on the amount of such indebtedness
at a rate of 10% per annum from March 1, 2000 through the close of the offering.
We will also pay this  interest on the cash advances we receive from our current
organizers.

         We are also in the process of adding bank  founders to  facilitate  our
organizational  efforts.  Subject to approval from our  regulatory  authorities,
these founders will become organizers and directors,  subject to the same rights
and obligations as the current organizers.

         We  expect to open the bank no later  than  September  30,  2000 with a
total of eleven  employees  including  the three bank officers who are the Chief
Executive Officer, Senior Lender, and Chief Financial Officer. We anticipate the
addition of 1-2 customer  service  representatives  by the end of our first full
year of  operations.  We will complete  renovation of our  headquarters  at 1300
Homestead  Road N.,  Lehigh  Acres,  Florida by  September  30, 2000 for a total
construction  cost not to exceed  $150,000 and with a projected cost of $250,000
for furniture,  fixture,  and equipment  which will be capitalized and amortized
over the life of the lease or over the estimated useful life of the asset.


<PAGE>


Item 7.  Financial Statements
-----------------------------

                                     FRANCIS
                                   & CO., CPAs

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Lehigh Acres First National Bancshares, Inc.
Lehigh Acres, Florida

   We have  audited  the  accompanying  balance  sheets  of Lehigh  Acres  First
National Bancshares,  Inc., Lehigh Acres, Florida, (the "Company") a development
stage enterprise, as of December 31, 1999 and 1998 and the related statements of
operations,  changes in  stockholders'  equity and cash flows for the year ended
December 31, 1999 and for the period from April 14, 1998 (date of  inception) to
December 31, 1998.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of Lehigh Acres First
National Bancshares,  Inc. at December 31, 1999 and 1998, and the results of its
operations  and its cash flows for the year ended  December 31, 1999 and for the
period  from  April 14,  1998 (date of  inception)  to  December  31,  1998,  in
conformity with generally accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
financial statements,  there is substantial doubt about the Company's ability to
continue as a going concern at December 31, 1999.  Management's  plans in regard
to that matter are also described under Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Francis & Co., CPAs

Atlanta, Georgia
March 3, 2000


                                       17
<PAGE>

<TABLE>
<CAPTION>

                  Lehigh Acres First National Bancshares, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets

ASSETS
                                                                                             December 31,
                                                                                  ------------------------------------
                                                                                        1999               1998
                                                                                        ----               ----

<S>                                                                              <C>                <C>
Cash                                                                                $       1,045      $      51,476
Furniture & equipment, net                                                                  3,746                 --
Deferred registration costs                                                               147,276                 --
Other assets                                                                               15,899              2,911
                                                                                  ---------------    ---------------
         Total Assets                                                               $     167,966      $      54,387
                                                                                  ===============    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Note payable                                                                        $     249,192      $          --
Advances from organizers                                                                   30,000            209,000
Interest payable                                                                            2,286                 --
Accounts payable                                                                           43,763                 --
Accrued expenses                                                                           32,604                 --
                                                                                  ---------------    ---------------
         Total Liabilities                                                          $     357,845      $     209,000
                                                                                  ---------------    ---------------

Commitments and contingencies (Note 3)

Shareholders' Equity (Note 1)
Common stock, $.01 par value, 10,000,000 shares authorized, 18,000
   shares and 100 shares issued and outstanding at December 31, 1998,
   respectively                                                                     $         180      $           1
Paid-in-capital                                                                           179,820                999
   (Deficit) accumulated during the development stage                                    (369,879)          (155,613)
                                                                                  ----------------   ----------------
   Total Stockholders' Equity                                                            (189,879)          (154,613)
                                                                                  ----------------   ----------------
   Total Liabilities and Stockholders' Equity                                       $     167,966      $      54,387
                                                                                  ================   ================


</TABLE>

                  Refer to notes to the financials statements.

                                       18
<PAGE>

<TABLE>

                  Lehigh Acres First National Bancshares, Inc.
                        (A Development Stage Enterprise)
                             Statement of Operations

                                                         For the year ended      From Inception, April
                                                            December 31,           14, 1998 through
                                                                1999               December 31, 1998
                                                            ------------           -----------------


<S>                                                   <C>                      <C>
Revenues:
   Interest income                                       $         605            $       2,291
                                                         -------------            -------------
         Total revenues                                            605                    2,291
                                                         -------------            -------------

Expenses:
   Organizing consultants                                $      82,500            $      80,000
   Temporary services                                           16,057                       --
   Legal and professional                                       12,623                       --
   Rent expense                                                 41,251                       --

   Utilities and telephone                                       6,652                      241
   Organizational expenses                                       2,219                   68,868
   Interest and loan expense                                     5,405                       --
   Supplies expense                                              7,643                       64

   Insurance expense                                             7,577                    4,040
   Advertising and promotional                                   1,051                      945
   Travel and entertainment                                      3,849                    2,990
   Miscellaneous other expenses                                 28,044                      756
                                                         -------------            -------------
         Total expenses                                  $     214,871            $     157,904
                                                         -------------            -------------

Net (loss)                                               $    (214,266)           $    (155,613)
                                                         ==============           ==============

Basic (loss) per share (Note 2)                          $     (22.52)            $   (1,556.13)
                                                         =============            ==============

</TABLE>




                   Refer to notes to the financial statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>


                  Lehigh Acres First National Bancshares, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows

                                                                                              From Inception, April

                                                               For the year ended               14, 1998 through
                                                               December 31, 1999                December 31, 1998

<S>                                                             <C>                          <C>
Cash flows from pre-operating activities of the
development stage:
   Net (loss)                                                      $     (214,266)              $     (155,613)
   Adjustments to reconcile net (loss) to net cash    used
by pre-operating activities of the    development stage:
   Depreciation                                                               746                           --
   (Increase) in other assets                                             (12,988)                      (2,911)
   (Decrease) in payables                                                (100,347)                          --
                                                                   ---------------              --------------
Net cash used by pre-operating activities of the development
stage                                                              $     (326,855)              $     (158,524)
                                                                   ---------------              ---------------

Cash flows from investing activities:

   Purchase of furniture and equipment                             $       (4,492)              $           --
   (Increase) in deferred registration costs                             (147,276)                          --
                                                                   ---------------              --------------
Net cash used in investing activities                              $     (151,768)              $
                                                                   ---------------              -

Cash flows from financing activities:

   Issuance of common stock                                        $      179,000               $        1,000
   Increase in borrowings                                                 249,192                      209,000
                                                                   --------------               --------------
Net cash provided from financing activities                        $      428,192               $      210,000
                                                                   --------------               --------------

Net increase (decrease) in cash                                    $      (50,431)              $       51,476
Cash at beginning of period                                                51,476                           --
                                                                   --------------               --------------
Cash at end of period                                              $        1,045               $       51,476
                                                                   ==============               ==============

Supplemental disclosures of cash flow information: Cash paid for:

         Interest                                                  $        1,551               $           --
                                                                   ==============               ==============
         Income taxes                                              $           --               $           --
                                                                   ==============               ==============

</TABLE>

                   Refer to notes to the financial statements.

                                       20
<PAGE>

<TABLE>
<CAPTION>

                  Lehigh Acres First National Bancshares, Inc.
                        (A Development Stage Enterprise)

                  Statement of Changes in Stockholders' Equity
              From Inception (April 14, 1998) to December 31, 1998
                    and for the year ended December 31, 1999

                                                                           (Deficit) Accumulated         Total
                                Common Stock $.01        Additional       during the Development     Stockholders'
                                    par value          Paid-in-Capital             Stage                 Equity

<S>                             <C>                 <C>                  <C>                      <C>
Issuance of 100 shares of
Common Stock                       $      1            $       999          $           --           $       1,000
Net (loss)                               --                     --                (155,613)               (155,613)
                                   --------            -----------          ---------------          --------------
Balance December 31, 1998          $      1            $       999          $     (155,613)          $    (154,613)
                                   --------            -----------          ---------------          --------------
Issuance of 17,900 shares of
   Common Stock                         179                178,821                      --                 179,000
Net (loss), 1999                         --                     --                (214,266)               (214,266)
                                   --------            -----------          ---------------          --------------
Balance December 31, 1999          $    180            $   179,820          $     (369,879)          $    (189,879)
                                   ========            ===========          ===============          ==============





</TABLE>



                   Refer to notes to the financial statements.


                                       21
<PAGE>


Note 1 - Summary of Organization

         Lehigh  Acres  First  National   Bancshares,   Inc.  (in  organization)
(hereinafter, the "Company") was incorporated in the State of Florida on May 19,
1999 for the  purpose  of  becoming a bank  holding  company  with  respect to a
proposed de novo bank,  Lehigh  Acres  First  National  Bank (the  "Bank") to be
located in Lehigh Acres, Florida. Prior to the formation of the Company, a group
of organizers,  on April 14, 1998, formed a separate company,  Lehigh One, Inc.,
to be used as a tool to facilitate in the process of organizing and forming both
the Company and the Bank. All assets, liabilities, rights, revenues and expenses
acquired,  incurred or undertaken by Lehigh One, Inc. from inception  (April 14,
1998) have been  transferred,  by mutual agreement of the Boards of Directors of
both  Lehigh  One,  Inc.  and the  Company,  to the  Company.  Accordingly,  all
financial  transactions  undertaken by Lehigh One, Inc. during 1999 and 1998 are
reflected  in the  Company's  financial  statements  as of December 31, 1999 and
1998.

         During 1999,  the Company  received the  following  approvals  from the
following regulators: (i) approval to charter a national bank from the Office of
the Comptroller of the Currency (the "OCC"),  (ii) approval to insure customers'
deposits  up to  $100,000  per  depositor  from the  Federal  Deposit  Insurance
Corporation (the "FDIC"), and (iii) approval to form a bank holding company from
the Federal  Reserve Board (the "FRB").  Upon the  successful  completion of the
Company's  stock  Offering,  the Company  will acquire 100 percent of the voting
stock of the Bank by injecting a minimum of $5.0 million into the Bank's capital
accounts.

         The Company is  authorized  to issue up to 10.0  million  shares of its
$.01 par value per share common stock ("Common  Stock").  Each share is entitled
to one vote and shareholders have no preemptive, cumulative voting or conversion
rights.  The current and former organizers as a group capitalized the Company by
acquiring 18,000 shares of the Company's Common Stock for an aggregate amount of
$180,000.  The organizers intend to purchase  additional shares of the Company's
Common  Stock in the  Offering.  As of December  31,  1999 and 1998,  there were
18,000  shares  and  100  shares  of  the  Company's  Common  Stock  issued  and
outstanding, respectively.

         The Company is also authorized to issue of up to 10.0 million shares of
its $.01 par value per share preferred  stock.  The Company's Board of Directors
may,  without  further  action  by the  shareholders,  direct  the  issuance  of
preferred  stock for any  proper  corporate  purpose  with  preferences,  voting
powers,  conversion  rights,  qualifications,  special  or  relative  rights and
privileges  which could  adversely  affect the voting  power or other  rights of
shareholders  of Common Stock.  As of December 31, 1999 and 1998,  there were no
shares of the Company's preferred stock issued or outstanding.

         The Company's  Articles of  Incorporation  and Bylaws  contain  certain
provisions  that might be deemed to have  potential  defensive  "anti  takeover"
effects.  These certain provisions include:  (i) provisions relating to meetings
of shareholders which limit who may call meetings and what matters will be voted
upon; (ii) the ability of the Board of Directors to issue  additional  shares of
authorized Common Stock and preferred stock without shareholder  approval,  thus
retaining  the  ability  to dilute any  potential  acquirer  attempting  to gain
control by  purchasing  Company  stock;  (iii) a staggered  Board of  Directors,
limiting  the ability to change the  members of the Board;  and (iv) a provision
that  individuals  affiliated with the Company's  competitors may not qualify to
serve on its Board.

         During 1999,  the Company filed a  Registration  Statement on Form SB-2
with the  Securities  and Exchange  Commission  (the "SEC")  offering for sale a
minimum of 600,000 and maximum of 1,000,000  shares of its $.01 par value Common
Stock  (the  "Offering").  The sales  price for each  share of Common  Stock was
$10.00.  The above  Offering was declared  effective by the SEC on September 14,
1999.  Because the Company was unable to sell a  meaningful  number of shares by
December 31, 1999, the Company's  Board of Directors  undertook  certain actions
which resulted in changes in both its management team and the Company's  Board's
constituency.  These  changes are  considered to be  significant,  requiring the
refund of all funds raised in the Offering. Additionally, the Board of Directors
intends to file a post-effective  amendment to the  Registration  Statement (the
"Amendment") which, in addition to describing the changes in the Offering,  will
include the  Company's  financial  statements  as of and for the  periods  ended
December 31, 1999 and 1998. Once the Amendment is declared effective by the SEC,
the  Company  will  commence  selling  activities.  If the  sale of the  minimum
(600,000)  shares of Common Stock is not accomplished by the expiration date, as
extended,  all subscriptions  will be canceled and all proceeds  returned,  with
interest,  to the  subscribers.  If the sale of the minimum  (600,000) shares of
Common Stock is accomplished in a timely manner, the Company will capitalize the
Bank with at least $5.0 million  immediately  prior to  commencement  of banking
operations.

                                       22

<PAGE>

         Certain organizers of the Company will receive up to one warrant, at no
additional  cost, for each share of Common Stock purchased by that person in the
Offering.  Each  warrant  entitles  its  holder  to  purchase  one  share of the
Company's  Common  Stock for  $10.00 for a period of ten years from the later of
(i) the date the Bank opens for  business or (ii) one year after the date of its
Offering  prospectus.  The warrants will vest  immediately on the above date, as
applicable,  and may be exercised  either in whole or in part.  All warrants are
subject to approval by the banking regulatory agencies, and all warrants, in the
aggregate,  shall  not  exceed  20% of the  number of  shares  outstanding  upon
completion of the Offering.

         The  Company  is a  development  stage  enterprise  as  defined  by the
Financial  Accounting Standards Board Statement No. 7, "Accounting and Reporting
by Development Stage  Enterprises," as it devotes  substantially all its efforts
to  establishing  a new  business,  its planned  principal  operations  have not
commenced and there has been no significant  revenue from the planned  principal
operations.

Note 2 - Going Concern

         For the year ended December 31, 1999, net losses  amounted to $214,266,
causing  the  Company's  equity  accounts to decline to a deficit  position.  In
addition,  as of December 31, 1999, the Company had a working capital deficiency
of approximately $108,000.  Because of the above reasons,  coupled with the fact
the  Company is not yet  operational  (and thus,  may not earn a profit),  there
exists  substantial  doubt  about the  Company's  ability to continue as a going
concern.

         To mitigate  the  negative  equity  position  and the  working  capital
deficiency,  management  intends to raise a minimum of $6.0 million  through the
sale of the Company's  common stock.  Management  will utilize a minimum of $5.0
million of the funds raised in the Amended Offering to capitalize the Bank.

Note 3 - Summary of Significant Accounting Policies

         Basis of  Accounting.  The  accounting  and  reporting  policies of the
Company  conform to  generally  accepted  accounting  principles  and to general
practices  in the  banking  industry.  The  Company  uses the  accrual  basis of
accounting  by  recognizing  revenues  when they are earned and  expenses in the
period  incurred,  without regard to the time of receipt or payment of cash. The
Company has adopted a fiscal year that ends on December  31,  effective  for the
period ended December 31, 1998.

         Organizational Expenses.  Organizational costs are costs that have been
incurred in the expectation that they will generate future revenues or otherwise
benefit  periods after the Company reaches the operating  stage.  Organizational
costs  generally  include  incorporation,  legal and accounting fees incurred in
connection with  establishing the Company.  In accordance with recent accounting
pronouncements, all organizational expenses have been expensed when incurred.

         Deferred  Registration Costs.  Deferred registration costs are deferred
and  incremental  costs incurred by the Company in connection  with the sale and
issuance of its own Common Stock. Deferred registration costs do not include any
allocation of salaries, overhead or similar costs. The Company estimates that it
will incur and pay commissions associated with the sale of stock in the Offering
of  approximately  $200,000 on the minimum  600,000  shares and  $240,000 on the
maximum  1,000,000  shares.  In addition to the  selling  commissions  described
above, the Company expects its other deferred  registration costs to approximate
$190,000.  In a successful  offering,  deferred  registration costs are deducted
from the Company's  paid-in-capital account.  Registration costs associated with
an  unsuccessful  offering are charged to  operations in the period during which
the offering is deemed unsuccessful.

         Income Taxes. The Company will be subject to taxation  whenever taxable
income is generated.  As of December 31, 1999 and 1998, no income taxes had been
accrued since no taxable income had been generated.

         Basic  (Loss) Per Share.  For the year ended  December 31, 1999 and for
the period from Inception (April 14, 1998) through December 31, 1998, basic loss
per share amounted to $(22.52) and $(1,556.13), respectively. The loss per share
was calculated using 9,516 (1999) and 100 (1998) shares as the average number of
shares outstanding during the respective periods.


                                       23
<PAGE>

         Statement of Cash Flows. The statement of cash flows was prepared using
the indirect  method.  Under this method,  net loss was  reconciled  to net cash
flows from  pre-operating  activities  by  adjusting  for the effects of current
assets and short term liabilities.

Note 4 - Commitments and Contingencies

         On June 10, 1999,  the Company  obtained a one-year,  $250,000  line of
credit ("LOC") at a floating rate of interest of prime less one percent. The LOC
was  obtained  in order to fund  pre-operating  activities.  As a  condition  to
funding the above line of credit,  the lender required the personal  guaranty of
certain organizers. As of December 31, 1999, $249,192 had been drawn against the
LOC.

         In connection with the Company's  formation and the organization of its
subsidiary  Bank, the Company has entered into three separate  agreements with a
bank  consulting  firm, a law firm and an  accounting  firm to assist it in: (i)
preparing and filing all organizational and incorporation papers; (ii) preparing
and filing  applications  with the bank  regulatory  authorities  concerning the
formation  of a  bank  holding  company  and  the  organization  of a  Federally
chartered bank; (iii) preparing a Registration Statement on Form SB-2, including
the financial audit and filing same with the Securities and Exchange Commission;
and (iv) drafting of employment agreements, stock option plans and other matters
relating to compensation.  The aggregate cost of the above services is estimated
to approximate $160,000 and may vary depending upon the degree of complexity and
time spent on the above projects.  As of December 31, 1999, the Company incurred
approximately $126,000 in costs relating to the above services.

         The bank  consulting  firm  mentioned  above is 100% owned by a certain
organizer of the  Company,  who, as of the date of this  report,  resigned.  The
agreement  with the bank  consulting  firm estimates the cost of its services to
approximate  $35,000 plus out of pocket  expenses.  In addition,  this organizer
will receive  options to purchase  3,000 shares of the  Company's  Common Stock.
Each option will entitle the  organizer  to purchase one share of the  Company's
Common Stock for $10.00 per share.  The options will be exercisable for a period
of ten years  from the date the Bank opens for  business.  In the event that (i)
the minimum  offering  (600,000  shares) is not met, or (ii) the options are not
awarded for any reason within six months after the Bank opens for business,  the
Company will  compensate  this  organizer the amount of $4,200.  From  inception
(April 14, 1998) through  December 31, 1999, the bank  consulting  firm was paid
$37,551 for services rendered and expenses incurred.

         The  Company  entered  into two  lease  agreements  with two  unrelated
parties.  Both  agreements  cover the same facility from which the proposed Bank
will operate.  The first agreement  obligates the Company to pay $6,486 for each
of the  initial  eleven  months  beginning  July 1,  1999 and  $7,252  per month
thereafter until May 31, 2005. The second agreement obligates the Company to pay
$7,977 per month for five years  beginning June 1, 2005 and $8,775 per month for
five years  beginning  June 1, 2010.  The second  agreement  also  contains  two
additional five year options to renew. The first option, if exercised, obligates
the Company to pay $9,652 per month  beginning  June 1, 2015. The second option,
if exercised,  obligates the Company to pay $10,618 per month  beginning June 1,
2020. In addition to the monthly lease payments, the Company is obligated to pay
sales tax, repairs and maintenance, insurance and property tax.

         The second lease  agreement,  which begins June 1, 2005,  also required
the  Company  to pay the sum of  $15,000  on or  before  October  31,  1999 as a
prepayment of rent. As of December 31, 1999, this obligation was outstanding.

         Please  refer to Note 1  concerning  warrants  to be issued to  certain
organizers.

Note 5 - Related Party Transactions

         A group of  fourteen  individuals  advanced  $209,000 to the Company in
order to fund the Company's  pre-operating  expenses.  These funds were advanced
interest-free.  No imputed  interest was charged to  operations in the Company's
financial statements as of and for the periods ended December 31, 1999 and 1998.
Of the above advance of $209,000,  on June 22, 1999, $179,000 was converted into
17,900 shares of the Company's Common Stock.

         Please  refer to Note 1  regarding  all  assets,  liabilities,  rights,
revenues and expenses acquired,  incurred or undertaken by Lehigh One, Inc., all
of which have been assumed and transferred to the Company.


                                       24
<PAGE>


         Please  refer to Note 1 for a  discussion  concerning  the  organizers'
warrants.

         Please refer to Note 4 for a discussion  concerning an agreement with a
bank consulting firm owned 100% by a former organizer of the Company

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure
--------------------------------------------------------------------------------

         None.


Item 9.  Directors,  Executive  Officers,  Promoters  and Control  Persons;
        Compliance  with Section 16(a) of the Exchange Act
--------------------------------------------------------------------------------

Executive Officers and Directors of Lehigh Acres First National Bancshares

         The following sets forth certain  information about executive  officers
and directors. Lehigh Acres First National Bancshares' articles of incorporation
provide for a classified  board of  directors,  so that,  as nearly as possible,
one-third of the directors are elected each year to serve three-year  terms. The
terms of office of the classes of  directors  expire as follows:  Class I at the
2000 annual  meeting of  shareholders,  Class II at the 2001  annual  meeting of
shareholders,  and  Class  III at  the  2002  annual  meeting  of  shareholders.
Executive officers serve at the discretion of the board of directors.

                                                      Position with
        Name                        Age   Lehigh Acres First National Bancshares
        ----                        ---   --------------------------------------

        Robert C. Bagans            35              Director
        Calvin H. Beals             65              Director
        Paul F. Dinger              58              Director
        James D. Hull               61              Director,
                                                    Chairperson of the Board

        Lawrence J. Murphy, D.V.M.  47              Director
        Brenda M. O'Neil            47              President,
                                                    Chief Executive Officer,
                                                    and Director
        Micki J. Regas              39              Director
        Patricia A. Regas           66              Director
        Kenneth C. Wolfe            49              Director

         Robert C. Bagans,  Class I Director,  is the owner of Realty World - C.
Bagans First,  Bagans  Construction,  Inc., and Benchmark  Mortgage  Corp.,  all
operating in Lehigh Acres, Florida. He is a graduate of the Georgia Institute of
Technology  with a BS in Electrical  Engineering.  He is a long time resident of
Lehigh Acres,  moving to the  community in 1970.  Mr. Bagans serves as President
elect for the Lehigh Acres  Chamber of Commerce,  and is President of the Realty
World - Brokers'  Council,  a member of the  National  Association  of  Mortgage
Brokers, a member of the National  Association of Realtors,  and a member of the
International Who's Who of Entrepreneurs.

         Calvin Beals, Class II Director,  is an Executive Search Consultant for
the banking  industry.  He has been a resident  of Lee County for 12 years.  Mr.
Beals is a past bank president and was a bank board member for over 21 years. He
also has been (1966 and 1968) involved as the CEO or COO of two de novo banks in
Wisconsin and has total bank employment  experience of 30 years. Mr. Beals was a
founding  board  member and school  director of the  Wisconsin  General  Banking
School and a founding  board  member and  president  of the District 1 Technical
Foundation.  Mr. Beals also served on the Financial  Advisory  Committee for the
University of Wisconsin-Stout Foundation. He has experience as a director of the
Menomonie,  Wisconsin Industrial  Development  Corporation and several community
and eleemosynary  activities.  He is currently  active on several  committees of
Gateway Trinity Lutheran Church.

         Paul Dinger,  Class I Director,  is currently a citrus  grower.  He was
formerly with Chemical Dynamics, Inc. for eight years. Prior to that he was with
Chevron  Chemical Co. for 22 years.  Mr.  Dinger has been a resident in the area
since 1971. He is a graduate of Florida State  University  with a BS in Business
Management.  Mr. Dinger also has


                                       25
<PAGE>

an active real estate brokers' license and is a certified general contractor. He
is a member of the Eagles  Aerie #3938 in Lehigh  Acres and the Elks Lodge #1288
in Fort Myers.

         James D. Hull, Class III Director, will be the Chairperson of the Board
of the bank and the  holding  company.  He is the  owner  and  president  of AIM
Engineering  &  Surveying,  Inc. He is a licensed  engineer,  surveyor,  general
contractor,  real estate broker, and appraiser.  Mr. Hull was born and raised in
agriculture,  still having  cattle,  but has worked 40 years in the  development
field,  and for the past 18 years has served as the CEO for AIM, a 150  employee
engineering  firm.  He is the past  chairman of the CE&I  sub-committee  for the
Florida Institute of Consulting  Engineers,  and he is a member of FICE, Florida
Engineering  Society,  Florida  Society  of  Surveyors  and  Mappers,  Appraisal
Institute, National Association of Master Appraisers, the Board of Realtors, the
American Congress on Surveying and Mapping.

         Lawrence J. Murphy, Class III Director,  DVM, is a lifetime resident in
Lee County  (Fort Myers area since 1955) and  received  his BS at Florida  State
University  and his doctorate from The University of Florida in 1982. Dr. Murphy
is the  President of The Animal  Medical  Center of Lehigh  Acres,  P.A., a full
service small animal veterinary  hospital that he and his wife, Beth Murphy, DVM
built  and  opened in 1986.  Nationally,  Dr.  Murphy  belongs  to the  American
Veterinary  Medical  Association and the American  Animal Hospital  Association.
Locally, Dr. Murphy is actively involved with the Lehigh Acres Rotary Club (Past
President  1993),  the Humane Society of Lee county (current Board member,  Past
President 1991), and The Southwest  Florida Community  Foundation  (currently on
the Grants Advisory Committee).

         Brenda M. O'Neil, Class III Director,  will be the President and CEO of
the bank and the holding  company.  She is a seasoned  banker with over 28 years
experience in lending, operations, strategic planning, and marketing. Ms. O'Neil
has held various positions with AmSouth Bank (and its predecessor  Parkway Bank)
including Senior Vice President,  Chief Financial Officer,  Investment Portfolio
Manager,  and  Loan  Operations  Manager.  Most  recently,  she  served  as Vice
President of Consumer  Banking and Regional  Sales Manager  following  AmSouth's
acquisition  of  Parkway.   Ms.  O'Neil  was   responsible  for  developing  and
implementing the bank's sales and service  initiatives and played an active role
in shifting the focus from a thrift to commercial bank.

         Micki J.  Regas,  Class III  Director,  has been  President  and CEO of
Fleetwood  Title, a Real Estate Title  Insurance  company since 1983. He is also
President of Fleetwood  Travel.  Mr. Regas has a Title Insurance license as well
as a General  Contractor's  license.  He graduated as a junior in high school at
the top of his class and went  directly to Ohio State  University  in  Columbus,
Ohio. Mr. Regas  relocated to Lehigh Acres and started  Fleetwood  Title. He has
become  well  known  in the  local  community  as a  member  of  FAITA  (Florida
Association of  Independent  Title  Agents),  ASTA  (American  Society of Travel
Agents), and AOPA (Airplane Owner and Pilot Association).

         Patricia  A.  Regas,  Class II  Director,  has been Vice  President  of
Fleetwood Title since 1983. She has a Real Estate  Broker's  license and a Title
Insurance license.  Ms. Regas has over 40 years of experience in the real estate
industry, and she has taught real estate licensing courses for the State of Ohio
for 5 years. Prior to moving to the Lehigh Acres area in 1981, Ms. Regas was the
President of James Regas, Inc., a real estate holding company, for 25 years, and
she was vice president of All-Ohio  Realty, a real estate agency from 1956 until
1981.  Ms. Regas has played an active role in several  other  family  businesses
including a hotel and a restaurant.

         Kenneth C. Wolfe,  Class III  Director,  is the  president and owner of
Charles Wolfe & Sons of Florida,  Inc., parent company of Data Storage Services,
Data Recycling,  and Data Mailroom  Services.  He is also President and owner of
KPM  Properties,  Inc., a  homebuilder  in Lehigh Acres,  Florida.  Mr. Wolfe is
active in the  community  where he serves as the  Secretary  on the Board of the
Harry Chapin Food Bank and Director of the Recovery Ministry at McGregor Baptist
Church.  He has served in various  capacities at the  Salvation  Army and he has
coached  CSA youth  soccer and worked with youth  sailing at the Edison  Sailing
Center.  Mr. Wolfe attended Sullivan County College in upstate New York where he
received a degree in business administration.

Exculpation and Indemnification

         The Florida Business  Corporation Act authorizes a company to indemnify
its  directors and officers in certain  instances  against  certain  liabilities
which  they may incur by  virtue  of their  relationship  with the  company.  As
permitted by the Florida  Business  Corporation Act, Lehigh Acres First National
Bancshares's  articles of incorporation


                                       26
<PAGE>

contain a provision  which,  subject to certain limited  exceptions,  limits the
liability  of a  director  for any  breach  of duty as a  director.  There is no
limitation of liability for:

o        a violation of the criminal  law,  unless the  director  had
         reasonable  cause to believe his conduct was lawful or had no
         reasonable cause to believe his conduct was unlawful;

o        a transaction from which the director derived an improper personal
         benefit;

o        liability  imposed under Section  607.0834 (or any successor  provision
         or  redesignation  thereof) of the Florida Business Corporation Act; or

o        willful  misconduct  or a conscious  disregard for the best interest of
         the company in a proceeding by the company, or a company shareholder.

In  addition,  if such  act is  amended  to  authorize  further  elimination  or
limitation  of the  liability of director,  then the  liability of each director
shall  be  eliminated  or  limited  to the  fullest  extent  permitted  by  such
provisions,  as so amended,  without further action by the shareholders,  unless
the law requires  such  action.  The  provision  does not limit the right of the
company or its  shareholders to seek  injunctive or other  equitable  relief not
involving payments in the nature of monetary damages.

         Lehigh Acres First  National  Bancshares'  bylaws provide that it shall
indemnify each of its directors and officers to the fullest  extent  provided by
law, and that  indemnity  will include  advances for expenses and costs incurred
during the course of a covered action.

         Our board of  directors  also has the  authority to extend to officers,
employees, and agents the same indemnification rights held by directors, subject
to all of the accompanying  conditions and  obligations.  The board of directors
intends to extend indemnification rights to all of its executive officers.

Registered  Securities  - We do not  currently  have  any  class  of  securities
registered pursuant to Section 12 of the Exchange Act.

Item 10.  Executive Compensation
--------------------------------

         The  following  table  shows the cash  compensation  for the year ended
December 1999 that we paid to Lloyd J. Weber, our former Chief Executive Officer
and  President,  and to Brenda M. O'Neil,  who was our Chief  Financial  Officer
until February 2000, when she was appointed as our Chief  Executive  Officer and
President.  None of our  other  executives  earned  total  annual  compensation,
including salaries and bonus, in excess of $100,000 in 1999.

                                                                Other Annual
Name and principal position      Year   Salary        Bonus     Compensation
---------------------------      ----   ------        -----     ------------

Lloyd J. Weber, President and    1999   $70,500       --        --
Chief Executive Officer (1999)

Brenda M. O'Neil,                1999   $12,000       --        --
Chief Financial Officer (1999)
President and Chief Executive
Officer (2000)

Employment Agreement

         We have entered into an employment  agreement with Brenda M. O'Neil for
a four-year term,  which may be renewed for two consecutive one year periods and
pursuant  to which Ms.  O'Neil  will  serve as the  President,  Chief  Executive
Officer, and director of Lehigh Acres First National Bancshares, Inc. and Lehigh
Acres First  National Bank. Ms. O'Neil will receive an annual salary of $96,000,
plus her yearly medical insurance premium.  Ms. O'Neil is eligible for an annual
cash performance  bonus equal to 5% of the bank's net income,  not to exceed 25%
of her  annual

                                       27

<PAGE>

salary, in the event specified bank performance  goals are attained.  Ms. O'Neil
is also eligible to participate in any management  incentive program of the bank
or any  long-term  equity  incentive  program and will be eligible for grants of
stock  options  and other  awards  under  these  plans.  Upon the closing of the
offering,  or as soon thereafter as an appropriate  stock option plan is adopted
by the  company,  Ms.  O'Neil  will be granted  options to  purchase a number of
shares  of  common  stock  equal  to 3% of the  number  of  shares  sold in this
offering.  These options will vest over a three-year period and will have a term
of  ten  years.  Additionally,   Ms.  O'Neil  will  participate  in  the  bank's
retirement,  welfare,  and other  benefit  programs  and is  entitled  to a life
insurance  policy  and an  accident  liability  policy,  and  reimbursement  for
automobile expenses,  club dues, and travel and business expenses.  Ms. O'Neil's
employment agreement also provides that following  termination of her employment
and for a period  of twelve  months  thereafter,  she may not (a)  engage in the
business  of banking  within a thirty  mile  radius of the bank's  offices,  (b)
solicit  major  customers  of the bank for the  purpose of  providing  financial
services, (c) solicit employees of the bank for employment,  or (d) disclose the
names or addresses of the bank's  customers to any other person or entity.  This
employment  agreement  will  become  effective  on the  date the  Office  of the
Comptroller of the Currency grants permission to open the bank for business.

Director Compensation

         We do not intend to pay  directors'  fees until the bank is profitable.
However, we reserve the right to pay directors' fees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         The following table sets forth the number and percentage of outstanding
shares of common stock  beneficially  owned as of the date of this prospectus by
the  organizers.  This table also  reflects  the  anticipated  purchases  by the
organizers  in the  offering.  We issued  12,000  shares to some of our  current
organizers  prior to the offering at a price of $10.00 per share, the same price
at which  shares are being  offered to the public.  Information  relating to the
beneficial  ownership  of  common  stock is based  upon  "beneficial  ownership"
concepts  described in rules of the SEC under  Section  13(d) of the  Securities
Exchange Act of 1934.  Under these rules a person is deemed to be a  "beneficial
owner" of a security if that person has or shares "voting power," which includes
the power to vote or direct the voting of each security,  or "investment power,"
which  includes  the power to  dispose  or to  direct  the  disposition  of such
security.  A person is also deemed to be a  beneficial  owner of any security of
which that person has the right to acquire beneficial  ownership within 60 days,
including,  without  limitation,  shares of common  stock  subject to  currently
exercisable options. Under the rules, more than one person may be deemed to be a
beneficial  owner of the same  securities,  and a person  may be  deemed to be a
beneficial  owner of securities as to which he has no beneficial  interest.  For
instance,  beneficial  ownership  includes  spouses,  minor children,  and other
relatives residing in the same household, and trusts, partnerships, corporations
or deferred  compensation  plans which are affiliated  with the principal.  This
table  does not  reflect  warrants  that will be granted  to our  organizers  to
purchase one share of common stock at $10.00 per share for each share  purchased
by the organizers in the offering.
<TABLE>
<CAPTION>
                                                                                  Shares Anticipated to be Owned
                                             Shares Beneficially Owned                    Following
                                              Prior to the Offering                      the Offering
                                            --------------------------     --------------------------------------

                                                                                        Percentage     Percentage
                                                                                        of Minimum     of Maximum
Name of Beneficial Owner                     Number     Percentage         Number       Offering       Offering
------------------------                     ------     ----------         ------       --------       --------
<S>                                        <C>          <C>             <C>            <C>            <C>
Robert C. Bagans                              1,500        8.33%           10,000         1.67%          1.00%
Calvin Beals                                  1,500        8.33%           12,500         2.08%          1.25%
Paul Dinger                                   1,500        8.33%           10,000         1.67%          1.00%
James D. Hull (Chairperson)                   1,500        8.33%           20,000         3.33%          2.00%
Lawrence J. Murphy                            1,500        8.33%           10,000         1.67%          1.00%
Brenda M. O'Neil (CEO)                                                     20,000         3.33%          2.00%
Micki J. Regas                                1,500        8.33%           10,000         1.67%          1.00%
Patricia A. Regas                             1,500        8.33%           10,000         1.67%          1.00%
Kenneth C. Wolfe                              1,500        8.33%           12,500         2.08%          1.25%
All Executive  Officers and Directors as     12,000       66.67%          115,000        19.17%         11.50%
a group (9 persons)
</TABLE>

                                       28
<PAGE>


Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

Interests of Management and Others in Certain Transactions

         We expect to have banking and other transactions in the ordinary course
of business with the organizers,  directors,  and officers and their affiliates,
including  members of their  families or  corporations,  partnerships,  or other
organizations  in  which  such  organizers,   officers,   or  directors  have  a
controlling  interest,  on  substantially  the same terms,  including  price, or
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with  unrelated  parties.  Such  transactions  are not expected to
involve  more  than  the  normal  risk  of  collectibility   nor  present  other
unfavorable  features.  Loans to  individual  directors  and officers  must also
comply with the bank's  lending  policies  and  statutory  lending  limits,  and
directors with a personal interest in any loan application will be excluded from
the  consideration  of  such  loan  application.   We  intend  for  all  of  our
transactions  with  organizers  or  other  affiliates  to be on  terms  no  less
favorable  than could be  obtained  from an  unaffiliated  third party and to be
approved by a majority of our disinterested directors.

Consulting and Professional Relationships

     Brenda O'Neil is providing  consulting  and  organizational  services to us
prior to the opening of the bank.  Ms.  O'Neil will receive a consultant  fee of
$6,500 per month  until the Office of the  Comptroller  of the  Currency  grants
permission  to open the bank for  business.  We have entered into an  employment
agreement  with Ms.  O'Neil  that  will  commence  when the  bank  receives  the
authorization  from the Office of the  Comptroller  of the  Currency to open for
business.

Management Relationships

     Micki J. Regas is the son of Patricia A. Regas.


Item 13.   Exhibits, List and Reports on Form 8-K
-------------------------------------------------

(a)      The following documents are filed as part of this report:

3.1.     Articles of Incorporation (Incorporated by reference as exhibit 3.1 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

3.2.     Bylaws (Incorporated by reference as exhibit 3.2 to the Company's
         Registration Statement on Form SB-2, File No. 333-81551).

3.3.     Assignment and Assumption Agreement dated June 21, 1999 between Lehigh
         Acres First National Bancshares, Inc. and Lehigh One Incorporated
         (Incorporated by reference as exhibit 3.3 to the Company's Registration
         Statement on Form SB-2, File No. 333-81551).

4.1.     See Exhibits 3.1 and 3.2 for  provisions in Lehigh Acres First National
         Bancshares,  Inc.'s Articles of  Incorporation  and Bylaws defining the
         rights of holders of the common  stock  (Incorporated  by  reference as
         exhibit 4.1 to the Company's  Registration Statement on Form SB-2, File
         No. 333-81551).

4.2.     Form of certificate of common stock (Incorporated by reference as
         exhibit 4.2 to the Company's Registration Statement on Form SB-2, File
         No. 333-81551).

5.1.     Opinion Regarding Legality (Incorporated by reference as exhibit 5.1 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

10.1.    Employment Agreement dated October 9, 1998 between Lehigh Acres First
         National Bancshares, Inc. and Lloyd J. Weber (Incorporated by reference
         as exhibit 10.1 to the Company's Registration Statement on Form SB-2,
         File No. 333-81551).

                                       29
<PAGE>


10.2.    Consulting   Agreement  dated  January  16,  1999  between  Lehigh  One
         Incorporated  and Lloyd J. Weber  (Incorporated by reference as exhibit
         10.2 to the  Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.3.    Consulting   Agreement   dated  April  15,  1998  between   Lehigh  One
         Incorporated  and Lloyd J. Weber  (Incorporated by reference as exhibit
         10.3 to the  Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.4.    Real  Property  Lease dated June 15, 1999  between  Lehigh  Acres First
         National  Bank , as tenant,  and John E.  Morgan  and Leona P.  Morgan,
         husband and wife, as to an undivided one-half  interest,  and Elizabeth
         E. Culbreth, a single person, as to an undivided  one-quarter interest,
         and Hazel M. Frantz,  a single  person,  as to an undivided one quarter
         interest, all as landlord (Incorporated by reference as exhibit 10.4 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

10.5.    Assignment  and  Assumption  Agreement  effectively  dated July 1, 1999
         between Lehigh Acres First  National Bank, as assignee,  and SouthTrust
         Bank,  N.A.,  f/k/a First Federal Savings & Loan  Association of DeSoto
         County,  as assignor  (Incorporated by reference as exhibit 10.5 to the
         Company's Registration Statement on Form SB-2, File No. 333-81551).

10.6.    Lease  effectively  dated June 1, 1980 between First Federal  Savings &
         Loan Association of Desoto County, as tenant,  and Lehigh  Corporation,
         as landlord (Incorporated by reference as exhibit 10.6 to the Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.7.    Amended  Form of Sales  Agency  Agreement  between  Lehigh  Acres First
         National  Bancshares,  Inc.  and  Berthel  Fisher &  Company  Financial
         Services,  Inc.  (Incorporated  by  reference  as  exhibit  10.7 to the
         Company's Registration Statement on Form SB-2, File No. 333-81551).

10.8.    Escrow  Agreement  dated  June 15,  1999  between  Lehigh  Acres  First
         National  Bancshares,  Inc. and  Independent  Bankers'  Bank of Florida
         (Incorporated   by  reference   as  exhibit   10.8  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.9.    Form of Data Processing Services Agreement,  between Lehigh Acres First
         National   Bancshares,   Inc.   and   Marshall  &  Ilsley   Corporation
         (Incorporated   by  reference   as  exhibit   10.9  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.10.   Consulting  Agreement  dated March 18, 1998 between the  Organizers and
         Directors  of the Company and Bank  Resources,  Inc.  (Incorporated  by
         reference as exhibit 10.10 to the Company's  Registration  Statement on
         Form SB-2, File No. 333-81551).

10.11.   Legal Services Agreement dated June 26, 1998 between Lehigh Acres First
         National Bancshares and Kenneth K. Thompson  (Incorporated by reference
         as exhibit 10.11 to the Company's  Registration Statement on Form SB-2,
         File No. 333-81551).

10.12.   Form of Stock Warrant  Agreement  (Incorporated by reference as exhibit
         10.12 to the Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.13.   Form of Subscription Agreement dated June 22, 1999 between Lehigh Acres
         First National  Bancshares,  Inc. and twelve of the original organizers
         (Incorporated   by  reference  as  exhibit   10.13  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.14.   Line of Credit between  Lehigh Acres First National  Bancshares and the
         Independent  Bankers' Bank Of Florida dated June 10, 1999 (Incorporated
         by reference as exhibit 10.14 to the Company's  Registration  Statement
         on Form SB-2, File No. 333-81551).

                                       30
<PAGE>


10.15.   Form  of  Escrow   Agreement   between   Lehigh  Acres  First  National
         Bancshares,  Inc.  and The  Bankers  Bank of Georgia  (Incorporated  by
         reference as exhibit 10.15 to the Company's Post Effective Amendment to
         their Registration Statement on Form SB-2, File No. 333-81551).

10.16.   Employment  Agreement  dated March 3, 2000  between  Lehigh Acres First
         National Bancshares, Inc., Lehigh Acres First National Bank, and Brenda
         M. O'Neil  (Incorporated by reference as exhibit 10.16 to the Company's
         Post Effective Amendment to their Registration  Statement on Form SB-2,
         File No. 333-81551).

10.17.   Consulting Agreement dated December 15, 1999 between Lehigh Acres First
         National  Bancshares,  Inc.  and  Brenda  M.  O'Neil  (Incorporated  by
         reference as exhibit 10.17 to the Company's Post Effective Amendment to
         their Registration Statement on Form SB-2, File No. 333-81551).

10.18.   First  Amendment to Sales Agency  Agreement  between Lehigh Acres First
         National  Bancshares,  Inc. and Bethel Fisher Financial Services,  Inc.
         (Incorporated  by  reference  as exhibit  10.18 to the  Company's  Post
         Effective Amendment to their Registration  Statement on Form SB-2, File
         No. 333-81551).

27.1.    Financial Data Schedule (for electronic filing purposes)

(b)      Reports on Form 8-K

         The  company  did not file any  reports  on Form 8-K  during the fourth
quarter of 1999.


                                       31
<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of 1934
(the  "Exchange  Act"),  the  registrant  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                    LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.

Date:   March 28, 2000              By:  /s/ Brenda M. O'Neil
       --------------------------        --------------------
                                         Brenda M. O'Neil
                                         President and Chief Executive Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Brenda M. O'Neil,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all  amendments to this Annual Report on Form 10-KSB,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that   attorney-in-fact   and  agent,   or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant in the  capacities and on
the dates indicated.
<TABLE>
<CAPTION>

Signature                             Title                           Date
---------                             -----                           -----
<S>                          <C>                              <C>
/s/ Robert C. Bagans
---------------------------------
Robert C. Bagans                      Director                        March 28, 2000


/s/ Calvin H. Beals
---------------------------------
Calvin H. Beals                       Director                        March 28, 2000


/s/ Paul F. Dinger
---------------------------------
Paul F. Dinger                        Director                        March 28, 2000


 /s/ James D. Hull
---------------------------------
James D. Hull                         Director                        March 28, 2000


/s/ Lawrence J. Murphy, D.V.M.
---------------------------------
Lawrence J. Murphy, D.V.M.            Director                        March 28, 2000


/s/ Brenda M. O'Neil
---------------------------------
Brenda M. O'Neil                      Director, Chief Executive       March 28, 2000
                                      Officer and President
                                      (principal executive officer)
                                      (principal accounting officer)

                                       32
<PAGE>



/s/ Micki J. Regas
---------------------------------
Micki J. Regas                        Director                        March 28, 2000

/s/ Patricia A. Regas
---------------------------------
Patricia A. Regas                     Director                        March 28, 2000


 /s/ Kenneth C. Wolfe
---------------------------------
Kenneth C. Wolfe                      Director                        March 28, 2000


</TABLE>



                                       33
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                     Description
-------                    -----------

3.1.     Articles of Incorporation  (Incorporated by reference as exhibit 3.1 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

3.2.     Bylaws  (Incorporated  by  reference  as exhibit  3.2 to the  Company's
         Registration Statement on Form SB-2, File No. 333-81551).

3.3.     Assignment and Assumption  Agreement dated June 21, 1999 between Lehigh
         Acres  First  National  Bancshares,  Inc.  and Lehigh One  Incorporated
         (Incorporated by reference as exhibit 3.3 to the Company's Registration
         Statement on Form SB-2, File No. 333-81551).

4.1.     See Exhibits 3.1 and 3.2 for  provisions in Lehigh Acres First National
         Bancshares,  Inc.'s Articles of  Incorporation  and Bylaws defining the
         rights of holders of the common  stock  (Incorporated  by  reference as
         exhibit 4.1 to the Company's  Registration Statement on Form SB-2, File
         No. 333-81551).

4.2.     Form of  certificate  of common  stock  (Incorporated  by  reference as
         exhibit 4.2 to the Company's  Registration Statement on Form SB-2, File
         No. 333-81551).

5.1.     Opinion Regarding Legality (Incorporated by reference as exhibit 5.1 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

10.1.    Employment  Agreement  dated October 9, 1998 between Lehigh Acres First
         National Bancshares, Inc. and Lloyd J. Weber (Incorporated by reference
         as exhibit 10.1 to the Company's  Registration  Statement on Form SB-2,
         File No. 333-81551).

10.2.    Consulting   Agreement  dated  January  16,  1999  between  Lehigh  One
         Incorporated  and Lloyd J. Weber  (Incorporated by reference as exhibit
         10.2 to the  Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.3.    Consulting   Agreement   dated  April  15,  1998  between   Lehigh  One
         Incorporated  and Lloyd J. Weber  (Incorporated by reference as exhibit
         10.3 to the  Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.4.    Real  Property  Lease dated June 15, 1999  between  Lehigh  Acres First
         National  Bank , as tenant,  and John E.  Morgan  and Leona P.  Morgan,
         husband and wife, as to an undivided one-half  interest,  and Elizabeth
         E. Culbreth, a single person, as to an undivided  one-quarter interest,
         and Hazel M. Frantz,  a single  person,  as to an undivided one quarter
         interest, all as landlord (Incorporated by reference as exhibit 10.4 to
         the Company's Registration Statement on Form SB-2, File No. 333-81551).

10.5.    Assignment  and  Assumption  Agreement  effectively  dated July 1, 1999
         between Lehigh Acres First  National Bank, as assignee,  and SouthTrust
         Bank,  N.A.,  f/k/a First Federal Savings & Loan  Association of DeSoto
         County,  as assignor  (Incorporated by reference as exhibit 10.5 to the
         Company's Registration Statement on Form SB-2, File No. 333-81551).

10.6.    Lease  effectively  dated June 1, 1980 between First Federal  Savings &
         Loan Association of Desoto County, as tenant,  and Lehigh  Corporation,
         as landlord (Incorporated by reference as exhibit 10.6 to the Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.7.    Amended  Form of Sales  Agency  Agreement  between  Lehigh  Acres First
         National  Bancshares,  Inc.  and  Berthel  Fisher &  Company  Financial
         Services,  Inc.  (Incorporated  by  reference  as  exhibit  10.7 to the
         Company's Registration Statement on Form SB-2, File No. 333-81551).


                                       34
<PAGE>

10.8.    Escrow  Agreement  dated  June 15,  1999  between  Lehigh  Acres  First
         National  Bancshares,  Inc. and  Independent  Bankers'  Bank of Florida
         (Incorporated   by  reference   as  exhibit   10.8  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.9.    Form of Data Processing Services Agreement,  between Lehigh Acres First
         National   Bancshares,   Inc.   and   Marshall  &  Ilsley   Corporation
         (Incorporated   by  reference   as  exhibit   10.9  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.10.   Consulting  Agreement  dated March 18, 1998 between the  Organizers and
         Directors  of the Company and Bank  Resources,  Inc.  (Incorporated  by
         reference as exhibit 10.10 to the Company's  Registration  Statement on
         Form SB-2, File No. 333-81551).

10.11.   Legal Services Agreement dated June 26, 1998 between Lehigh Acres First
         National Bancshares and Kenneth K. Thompson  (Incorporated by reference
         as exhibit 10.11 to the Company's  Registration Statement on Form SB-2,
         File No. 333-81551).

10.12.   Form of Stock Warrant  Agreement  (Incorporated by reference as exhibit
         10.12 to the Company's  Registration  Statement on Form SB-2,  File No.
         333-81551).

10.13.   Form of Subscription Agreement dated June 22, 1999 between Lehigh Acres
         First National  Bancshares,  Inc. and twelve of the original organizers
         (Incorporated   by  reference  as  exhibit   10.13  to  the   Company's
         Registration Statement on Form SB-2, File No. 333-81551).

10.14.   Line of Credit between  Lehigh Acres First National  Bancshares and the
         Independent  Bankers' Bank Of Florida dated June 10, 1999 (Incorporated
         by reference as exhibit 10.14 to the Company's  Registration  Statement
         on Form SB-2, File No. 333-81551).

10.15.   Form  of  Escrow   Agreement   between   Lehigh  Acres  First  National
         Bancshares,  Inc.  and The  Bankers  Bank of Georgia  (Incorporated  by
         reference as exhibit 10.15 to the Company's Post Effective Amendment to
         their Registration Statement on Form SB-2, File No. 333-81551).

10.16.   Employment  Agreement  dated March 3, 2000  between  Lehigh Acres First
         National Bancshares, Inc., Lehigh Acres First National Bank, and Brenda
         M. O'Neil  (Incorporated by reference as exhibit 10.16 to the Company's
         Post Effective Amendment to their Registration  Statement on Form SB-2,
         File No. 333-81551).

10.17.   Consulting Agreement dated December 15, 1999 between Lehigh Acres First
         National  Bancshares,  Inc.  and  Brenda  M.  O'Neil  (Incorporated  by
         reference as exhibit 10.17 to the Company's Post Effective Amendment to
         their Registration Statement on Form SB-2, File No. 333-81551).

10.18.   First  Amendment to Sales Agency  Agreement  between Lehigh Acres First
         National  Bancshares,  Inc. and Bethel Fisher Financial Services,  Inc.
         (Incorporated  by  reference  as exhibit  10.18 to the  Company's  Post
         Effective Amendment to their Registration  Statement on Form SB-2, File
         No. 333-81551).

27.1.    Financial Data Schedule (for electronic filing purposes)


                                       35